Chain of Dreams
by Hippocrene Artifex
Summary: The Changelings are back, and this time, they came prepared. All of Equestria is now under the control of the Queen of the Changelings, save for a few brave souls that through their sheer wills to survive and a whole lot of luck, have managed to slip through the queen's hooftips. A hoof-full of ponies make their way Equestria in search of anything that will defeat the Changelings.
1. Chapter 1

_What a lovely day this should've been..._

With a mental sigh that accompanied that thought, a mare boarded the express train scheduled to leave Canterlot: a city she had called 'home' since the early years of her life. It was quite the lovely day with a gentle breeze that swept her mane and coat and wrapped them around her slender form every once and awhile; the kind of breeze that would lessen the heat of the rising noon sun. It was a day that should have promised joy and fun for every citizen of this city... but not for her.

She had stood upon the platform for as long as she can afford to prolong the inevitable; checking, double checking, and even triple-checking to find any excuse that would keep her in the grand city of Canterlot but the steam whistle, that signaled the train's readiness to move, made up her mind and forced her, though still reluctantly, to find her cart and settle for the journey.

She was leaving everything she ever knew behind but she was venturing on to the unknown in hopes of finding a new home somewhere among the cobblestone streets of Manehatten, or maybe even in the village of Shade Hollows, that found a way into her heart after visiting the charming little village a couple of times. Oh, how she would love to live in such a quiet, isolated place; away from the bureaucrats, but the allure of a bustling cosmopolitan had always had its appeal on her at the same time. It was all she knew and loved, after all, and such impressions are never easily dispersed with.

This mare was Metra Bass, a crème-pink earth mare with a two-tone, plum-maroon, jagged mane and tail, a bass clef for a cutie mark, and wide blue eyes. She was quite the elegant mare with the carefully pruned fur and always-neat mane and tail but caring for her figure was not her primary passion. Being a citizen of Canterlot, Metra Bass had the chance to practice with her passion for the bass clarinet through the Junior Canterlot Orchestra and, later on, at her favorite café in the heart of the grand city where she spent the last two years of her life doing what she loved most but, like all things good, it was not meant to last.

It was a sad state that brought her to this point where she would so easily bid farewell to her place among the aristocrats and look back over her shoulder, and past the train station, to the retreating towers of Canterlot as the train moved away from the city. She watched them being swept from view, as the train rounded a corner around the mountain, with the lack of wonder and appreciation she had had her entire life for Canterlot, at least up until just a few weeks ago.

It was almost two years ago that Metra Bass walked into her soon-to-be favorite café in Canterlot, where the owner of which was also about to become one of her best friends. Cappi's Coffee Shop was not always well-known among the major competition like Star Buck's and Joe's Donuts. In fact, Metra Bass had found it when the shop used to be just another java joint for the persnickety snobs of the lower tier aristocrats that had nothing better to do than to blow a couple Bits on a cup of coffee and rant about their economical disabilities. Eventually, Cappi came to the realization that her business was barely making ends meet and almost filed for bankruptcy. That is, of course, until a certain bass-clarinetist came into the humble little shop one day for an afternoon luncheon.

At first, Metra Bass was like any other patron: just another pony looking to kill some time on Trottski Blvd. That, however, changed as soon as she received her Mocha Latte with a dash of cinnamon. Metra had never tasted a brew as fresh as the one that she held in her hooves at that moment. She praised the wonderful owner on such a fantastic brew, earning her an embarrassed blush from the overwhelmed Cappi and, in turn, earning the shop a new regular.

Almost every day would Metra Bass come in to that little hole-in-the-wall shop that so many ponies rarely gave a second glance and always brought enough Bits for a gracious tip after being served one great cup after another. One day, Metra Bass had made her daily trip to Cappi's when she noticed a distinct lack of other patrons in the quaint shop and decided to find out the reason. After getting her daily coffee fix, she asked the downcast looking Cappi what the matter was about the shop. Surely it was not the coffee; it still tasted just as heavenly as the first day she had tried it. The shop still looked the same from the outside-in, so it could not have anything to do with the décor.

Cappi smiled at Metra's stout observations, but the gesture was mild; nowhere near Cappi's usual cheer that she had grown to love. After a bit of coercing, Cappi finally told Metra that her shop was on the verge of bankruptcy. Metra could not believe it: how could anypony not appreciate the time and effort that went into one of these wonderful brews of coffee. Again, Cappi smiled at Metra's continued compliments but she said that this was just the way things were: the rich do not care for quality; they only care for quantity.

Metra Bass was livid; this could not be allowed to happen. She would not allow such a magnificent shop like this fall into the city's foundation of obscurity, never to truly be known as it was.

That was when an idea struck her. Metra let Cappi in on her mental epiphany and was answered with an expression of disbelief and hope. Metra proposed that she play her bass clarinet one night as an extra attraction for the shop. That maybe a bit of entertainment to go along with a cup of java is what would rake in some attention from the populace. Cappi agreed wholeheartedly with the plan; she was more than willing to try it if it meant saving her life's work.

The very next day, Metra came to Cappi's right after her orchestra rehearsal to see that a spot in the centre of the shop had been cleared of tables and replaced with a miniature platform. Cappi gave Metra Bass a few minutes to set up while she attended to the shop's regular duties. Metra brought out her bass clarinet, inspecting it as she always did before playing to make sure nothing would be out of tune. Satisfied with her check, she held the instrument to her lips and began to play a mellow tune. The shop was soon filled of the musical styling of the mare while the rest of the world melted away under her melody. Not even two songs in, Metra Bass heard the tiny jingle of the shop's entrance and paused to see who it was. It was nopony she knew but what made the colt stand out was that fact that the first thing he did was wave for Metra Bass to continue as he made his way to the front counter to order a drink. The earth pony thanked Cappi for his drink and sat down at the closest table in front of Metra Bass while she continued to play. Metra smiled and picked up the tempo into a more upbeat tune for the pony's amusement.

Before long, more and more ponies came trotting in; attracted to the shop like bees to honey. During that immeasurable time that she played, an earthquake might have taken place and she would not have noticed. Indeed, so absorbed she was in the harmonic tones she played that she opened her eyes once to find, with a slight shock, that the entire shop's lights were dimmed except for one spotlight placed above the platform upon which she stood. Dust motes swirled around her as if entranced by the tones of her melody. The shop was filling with new customers and a few that were already seated had such engrossed expressions upon their faces that almost made her laugh but the music she played, a favorite of hers, was not for her own leisure this time; it was meant for them and that was sacred enough for her to keep on playing her melody for as long as they wished.

A few hours had passed by and Metra Bass hung onto the last note of her song for a few seconds before letting it go and letting the crowd applaud her in storm of cheers. Cappi could hardly believe it; it was a full house. Every single one of the tables in her shop had been filled; something she had never seen before and it brought happy tears to her eyes that followed and replaced the tender tears that fell with every beautiful melody the pink mare played. During the time she watched Metra Bass play, she became certain that a pony does not need to be a unicorn to create magic; that the tones that captured her were indeed magic far beyond the reach of any unicorn. She watched as Metra Bass bowed elegantly to her audience and joined in the cavalcade, Cappi was simply overjoyed with the afternoon's success. By closing time, as the last remaining customers made their leave, Cappi came up to Metra with a smile as grand as the success of the night's business.

"Metra, I can't tell you how much I owe you for all of this," Cappi said with renewed vigor.

Metra giggled at Cappi's cheeriness, "No please, it was the least I could do to help out my favorite hangout."

Cappi beamed at her the praising words and went on, "Well, I still appreciate everything you've done, so I want you to have this."

Metra eyed the envelope in Cappi's mouth before taking it with her hooves and folding it open. Her eyes widened as she nearly dropped the envelope's contents all over the floor for, inside of it, there was what looked like nearly half the night's profits. Metra instantly sealed the envelope back up and pushed it back to the cafe shop owner. "No, no, this is your money. I couldn't possibly take this for myself!"

"Please, I insist." Cappi pushed on with such a tender smile that almost broke Metra's resolve, "Again, if it wasn't for you, this night would never have happened."

"Yes, but the whole reason I did it was to help you earn the extra Bits you needed for the place!" Metra replied earnestly, "If I take this money, then this whole night will be for nothing!" Metra forced the envelope back into Cappi's hooves until she finally accepted it with a defeated sigh.

"Ok, you win. Though I still have to repay you somehow," but when Metra looked on the verge replying, Cappi cut her on her words, "How about this: if you come and play for my shop regularly, you can have free meals and coffee here anytime you'd like. Do we have a deal?"

With wide eyes and a greedy smile, Metra accepted the terms instantly and sealed the deal by shaking hooves with the café owner; it was simply a deal she could not dare refuse. From that day on, Metra came to the café regularly to woo the patrons with her musical talents and receive the best coffee she had ever tasted in all of Equestria. Soon after, Metra decided to bring some of her friends from the Junior Canterlot Orchestra down to the humble shop and they, too, made it their favorite hangout spot.

This became a regular to Metra Bass for the past couple of years, which she thoroughly enjoyed up until a few weeks before. She could not quite put her hoof on it but it just appeared to her as if all of Canterlot was not the same any more. She thought it might have been her imagination, at first but, as the weeks wore on, the feeling kept on getting stronger. She tried to talk with her friends about it but they all said that she was just being paranoid and that she should not worry herself about it. Her attempts to let it go were feeble; the feeling persisted and Metra Bass began to notice that many of her friends weren't acting like their usual selves. They became more irritable and didn't seem to care as much for the orchestra as they used to. After confronting them after one rehearsal, her _friends_ practically ran away from her; saying they did not want to hang out anymore. Her only friends disowned her like she had a plague and no matter what she tried; Metra's approaches were met with hostility and contempt that broke her heart whenever she thought of it.

Metra wanted nothing more to believe that this was just some stress from having to go through extra rehearsals that week for an upcoming play they were to perform at, so she decided a trip to her favorite café would cheer her up.

She was sorely mistaken; upon her arrival that day, the café's 'closed' sign hung ominously from the entry way like a cold and abandoned foal on a winter night. The café remained closed for the next two weeks with no word from Cappi whatsoever on the cause. Everything felt like it was just falling apart in Metra's life.

Even her own parents seemed distance to her on the days she decided to pay them an afternoon visit to catch up. Neither of them would say much to their daughter and, when they finally did, it was to tell her that she was the disappointment in their life. Metra just could not understand: what was wrong with everypony? Was there something wrong with her or was the whole of Canterlot acting mad?

Soon, it all became too much for her fragile heart that Metra Bass could not take it any longer and, with an accompanying heartache, made her decision: she was going to leave Canterlot.

With more sadness in her heart than ever, she was finally here at the train platform with a single bag for all her luggage and her old, scuffed-up black case which held her prized bass clarinet. Clasped between her teeth, her train ticket glowered in the mid-morning light like her downcast heart. Metra Bass had tried everything she could to convince at least one pony she knew to come with her to get away from the city but they all called her mad and a coward and simply refused to acknowledge her.

_Maybe I am a coward,_ she thought. Maybe she had just shielded herself from reality for too long to see the world as it truly was. In any case, she was at the train station and on her way to Hollow Junction and, then, possibly to Manehatten itself. The faint whirring of steel wheels on train tracks came from the west and Metra Bass soon picked out the outline of the train on the horizon. She sighed again as the steam locomotive screeched to a halt at the platform and pulled up a gust of wind along with it.

The engine hissed as it let off its excess steam and fogged up the platform in a miniature cloud of moisture. Ponies shuffled to and from the train cars to make their way to their destinations. Metra almost felt bad for the ones that had gotten off at this station to see the Equestrian capital but her mind soon became preoccupied as she hurried past the crowd to find a seat in the car nearest to her.

"All aboard! Next stop: Hollow Junction!" the train conductor announced, not too long afterwards, as the train crew prepared their final checks for their stations. It was only about a fifteen-minute wait before the train's whistle blew the engineer's signal that they were ready to go.

A few last minute ponies rushed to beat the closing doors of the train cars that were sealing shut. Metra watched as one pony in particular banged his hoof on the door of one closed car to be let in after just missing the cut off. Luckily, the train conductor was willing enough to let in the chestnut earth stallion just as the train lurched forward. Metra Bass was thankful that there was still a ray of good will in the world and observed as the embarrassed stallion took the seat just opposite of her in the car.

_He's not too bad looking,_ Metra thought to herself and watched him fumble around to stow the suitcase he had with him under his seat._ Maybe a bit too klutzy, though_, she gave a mental giggle.

His cutie mark was a bit odd though: an hourglass. It must mean his talent has to do with keeping time which, when she thought about it, was pretty odd since he was late for the train. The idea amused Metra Bass and, with a grin, she turned away before the stallion could catch her staring.

Her gaze fell on the window and the faint reflection of herself in it. She certainly looked pale and tired: tired of the abuse that she had been through in the past few weeks, tired of trying to convince herself that Canterlot was still her home somehow and tired of the ways that everypony she once knew would betray through words and action. Her eyes narrowed and she looked past the reflection to focus on the scenery outside. Unfortunately, there was still the castle-like city on the side of the mountain in the backdrop that dominated the view. Somewhere deep down inside of her, Metra Bass felt something break; like a delicate, porcelain vase shattering against a cold, stone ground. She still wished that this was all just some kind of dream and that she would wake up to find everypony she knew back to normal and life in Canterlot still intact yet this was real life and Metra Bass was sure of it. Her only solace was that there were still many places in Equestria she could possibly call home one day.

"Mommy, what are those things over the city?" a young foal called out.

Metra Bass blinked and snapped out of her trance at the foal's comment. She looked at the little filly pressing nose against the glass and then followed her gaze out and began to really register what she was looking at through the window.

"They look like flying ants!" the child continued.

Metra had to do a double take to make sure she of what she was looking at and, true to the filly's words, there were _things_ buzzing and weaving throughout the colorful backdrop of the city. She was just about to shrug it off as just a bunch of pegasi flying around the city until a faint glow of green exploded and splashed the building walls with ambient light. That was not normal and, soon, more and more of the lights lit up the city like a fireworks display.

Whispers began to catch Metra Bass's ears about _a possible attack_ when one pony, with his nose pressed firmly against the glass window, squealed in fright "It's the Changelings! They're back!"

Panic began to spread and the whole train was shrouded in shouts and worried cries. Metra just sat where she was stark still, her eyes wide with disbelief, with the words of the pony fluttering in her mind.

_The Changelings are back?!_

-o0o-

_Flowers: check. Card: check. Box of Trust's favorite chocolate-covered daisies: check._ Purple Shade ran through her mental checklist of Anniversary items for her marefriend, Trust, and beamed with a happy-go-lucky smile that shone across her face.

She honestly could not believe that it had been two years since she met the mare of her life though, at the same time, she felt as if every moment they spent together was never long enough. To her, it felt as if the very day was celebrating her anniversary with the clear and lovely sky only barely being interrupted by a wisp of a cloud lingering in a sea of blue. It seemed a bit odd, Shade had to admit; she thought she had remembered hearing the weather pegasi saying something about it being 'partially cloudy' today.

_Oh well,_ she thought, _this is probably what they meant anyways. Just so long as they don't decide to throw in a random afternoon shower, then I am fine with it._

Purple shade had been a resident of Ponyville for quite some time now. She was a pegasus of a dark-grey coat and a neat purple mane that Trust never tired of arranging and having it coiffured to the latest fashion and wide green eyes that, despite all, portrayed the innocence of the soul within. Trust Fireheart was quite the cheerful mare and so full of life; giving Purple Shade every ounce of happiness that chased away her haunted dreams; dreams that made her aware of just how lucky she was to have earned Trust's heart and love. Shade knew love and was even able to give it back in return and that, perhaps, was the main catalyst that brought about her banishment from her old life: her love for Trust Fireheart that was portrayed in the cutie mark she earned when she embraced the pony life of Equestria: a lavender heart of flame.

By the time she was done, Shade felt so animated she even began to hum a cheery little tune to trot along to. As she rounded the corner that would bring her another block closer to her marefriend, she bumped into something that gave a loud, "Oof!"

The other pony fell to the ground as Shade staggered back to keep her footing against the unexpected collision. A moment of dizziness passed before Shade gathered her wits and noticed the pony lying before her. The mare that she had knocked over had a pale tint of cream for her coat color and a blend of pink and red colored mane: Rose Luck, or at least that is what Shade thought her name was. Her cutie mark was perfectly pruned rose which reassured Shade in her mind that her recollection of the pony's name must have been correct.

Shade offered her hoof as she made her apology, "Oh my gosh, I'm sorry. You're not hurt, are you?"

Rose Luck, on the other hoof, was rubbing her head where she was hit after colliding with Purple Shade. Once she had realized that the dark coated pegasus was talking to her, she looked up and gave a deplorable scowl that made Shade instantly retract.

"Why don't you watch where you're going!" And with that, Rose Luck brushed herself off and cantered along while mumbling darkly about 'the whole situation being stupid' or something that Shade did not exactly catch.

This occurrence appeared truly odd for Shade, to say the least; last time she had been to Ponyville, she never met a pony that had an attitude like hers. Most ponies would be excited to see another friendly face; especially a certain pink, cotton-candy manned earth pony that hopped around the streets, bringing smiles and laughter to all that crossed her path but even if that face had been the cause of a near concussion, there was hardly a reply heard that was quite so snobby.

Purple Shade, having been of a more considerate demeanor ever since she came to reside around Ponyville, concluded to herself, _She must have been having a bad day, that's all_, and pushed the whole ordeal behind her.

Another shortcut through the park, on her way to Trust's house, was all she needed to forget ill-tempered mare and pick up her humming tune once again. Something in the sleepy village, however, did not seem quite as it should be. Indeed, last time Shade had come through the Ponyville Park, there were ponies everywhere enjoying everything they could on a day like this but, today, not a single soul could be found aside from the woodland critters that inhabited the area. Purple Shade knew that nopony would waste such a day like this, which was why she decided to ask Trust if she wanted to go sit by the park's butterfly grove to enjoy their anniversary.

"This doesn't seem right; where is everypony?" Shade whispered, beginning to get an uneasy shiver in her hooves. The more she thought about it, the more Shade's discomfort grew as she looked out over the empty park grounds. She decided it would be better to take the scenic route around the foreboding grounds and back peddled to the park entrance from whence she came. Once she was there, her entire body felt like it had been turned to stone; frozen in terror by something she thought she would never have to worry about again. She felt as if the very warmth of the day was being sucked from around her into a bottomless pit. Her breath became shallow, coming out in short gasps as a certain scent in the air, that she knew all too well, hovered over her like a blanket of lead.

Slowly, as if trying to postpone the conviction that settled upon her, Purple Shade glanced up to gaze upon her worst fear: changelings by the dozens and their numbers growing all around her in the streets, many more ordinary-looking residents of Ponyville transformed in a blaze of green, magical embers. Her fright was so tremendous that she screamed loudly and her hyperventilation breathing felt like it had been laced with broken glass.

All Shade's thoughts of happiness disappeared.

"Changelings, they're back!" shouted a panicking pony at the top of his lungs. She did not need any more warning and galloped as fast as her legs would carry her. Ponies all around her screamed and wailed as the changelings moved in from every which way, corralling groups of victims for only Celestia-knows-what. Purple Shade ducked and weaved through the panicking crowds knowing that if she took flight, she would only make herself an easier target to prey upon.

There was a loud crash as one brave stallion of flame-red coat and orange mane tried to fight back against the feral creatures but earned himself a seat in a now crushed fruit cart courtesy of the changelings. The powerful stallion stood once again right in front of Shade facing an entire horde of hissing changelings but she decided that she had to get out of the open, and quickly at that. Making another sweep of her surroundings, Shade found a back alley and ran for it, finding it devoid of changelings. Taking refuge behind a couple trash cans, Shade attempted to catch her breath away from the chaos that was just a mere alley away from her.

_They shouldn't be here! They were defeated seven years ago! How did this come to happen?! _Shade thought feverishly, _Oh Celestia, I have to get out of here! I have to...Oh no, Trust!_

Shade felt as if the blood had drained from her. She could not believe she had forgotten about her marefriend; Trust was still in the town, if not already in the hollow hooves of the changelings. Shade knew she had to go back; to go and find Trust and get to her before the worst happened. Watching for a break in the streets, Shade prepared to sprint at the first chance. Another three changelings zoomed by, hot on the heels of another victim, when Shade leapt from her cover and back into the streets. More and more ponies were already caught and being taken away by changelings to places unknown but Shade was too preoccupied, which led her right into the waiting hooves of another Changeling ambush.

"Going sssomewhere?" The lead Changeling hissed with a mad and hungry grin.

Shade's heart skipped up into her throat, keeping the scream she had intended upon from even escaping.

Another Changeling circled around her giving an audible sniff to the air, "Say, you don't smell quite like the other poniessss."

Shade froze up, now unable to move as the other changelings closed in but the lead Changeling cut in the other's musings, "Forget that, just get her back for the processing."

Before Shade could even blink, two of the changelings grabbed hold of her and hoisted her into the air. Her immobility was cured as soon as the first one touched her and she finally found the will she needed and found her voice as well. She thrashed and screamed as the changelings began to carry her off the ground.

"Help me!"

Shade knew it was futile; the changelings against her were more than enough to subdue her and any other that might even consider coming to her aid and soon realized that there was no hope of escape. Suddenly, though, her world flipped upside-down as the two changelings that were carrying her away lost their grip and dropped her. Recovering from the fall, Shade looked up to see something she did not expect: another pony bearing down upon the group of stunned and confused changelings.

The mare had sharp eyes as she gazed upon the changelings. Her coat was pale-orange and her mane was green but what attracted Shades attention was that her right foreleg appeared to have been encased in metal.

"Are you okay?" The good-samaritan pegasus asked with a resonating voice as she glanced over Shade.

Shade herself could not quite believe it but now realized that this pony had just saved her. All she wanted to do was cry out of relief but the mental trauma of it all locked up all thoughts outside of survival.

"I-I have to get out of here. P-please help me." Shade barely managed to squeak past her quivering lips. She was so shaky that she was not even able to stand properly. She was as good as captured if she could not get back on her hooves but the pale-orange pegasus, that had already saved her, offered her hoof in support and helped her up. The time it took them, however long it was, to leave the town was a mere blur to Shade as her mind began to shut down. Indeed, the last thing she remembered was the sight of Ponyville from atop a hill; looking down into a scarred and slowly dying settlement before darkness engulfed her thoughts and she knew no more.

-o0o-

In the city of Cloudsdale, high in the sky, one pegasus sighed. The monotonous chinking sound all around him was nothing less than a proper sign that every pegasus was doing their job well in the snowflake facility of the weather factory.

"Another day, and another Bit" Azure, a light blue pegasus with a triad of color coordinated snowflakes for a cutie mark, sighed lazily again as he planned what he would do for the rest of the night.

As one of the pegasi of the snowflake facility, it was his job to make sure that every snowflake he crafted was unique and mystifying in its own way. No two snowflakes would ever be alike on his watch and, with the winter months just around the corner, a few months in fact, he was working twice as hard, just like everypony else, to make sure the demands by the weather teams all over Equestria were met . Of course, this never discouraged him from his job; quite the contrary, it merely spurred him on to work even harder. All things snow-related were his special talent after all.

A few steps echoed behind the colt and a voice, one Azure would recognize anywhere, spoke, "Hey there, Azure!"

It was his best friend, Frosty Mist that had called out to him just as he entered the main lobby of the Weather Factory. Frosty Mist was the first to befriend the azure-coated stallion since he left his home to work in Cloudsdale and Azure was always glad to catch up with Frosty after work to discuss their day. He was a pegasus stallion that worked in the R&D department of the Weather Factory, a fact that Azure felt quite a bit jealous of as it meant that Frosty had the chance and access to check out and examine all the latest weather innovations first hoof. However, best friends as they were, Frosty Mist always let Azure in on a sneak peek on whatever he was working on.

"Hiya, Frosty." Azure turned to welcome his friend but the stallion nickered and complained, "Dude, I keep tellin' ya to call me 'Mist'! 'Frosty' just sounds too... marely!"

But, with a mischievous glint to his yellow eyes, Azure replied in an offhoof manner, "Oh, well, ok then... Misty." And then he had to bite his lip to keep himself from falling to floor laughing when he saw the horror reflected on his friend's twitching eye.

The stallion, however, recovered and taunted back, "Fine, then. See who lets you get a glimpse at the new cloud-seeding harnesses the department will be issuing next spring."

"Okay-okay; fine. _Ahem_; Mist, how are you doing today?" Azure replied hastily and tried his hardest to keep a straight face. Still, he felt the corners of his mouth twitch uncontrollably as Mist eyed him with a scowl and, somehow, Azure knew that he was going have to do a little more apple-polishing to get that sneak peek Mist promised.

"Doing good." Mist replied with swagger, "Like I said, the department is working on a new harness system for the Appleloosa basin weather teams to seed the clouds in their area more efficiently. So far, the alpha trials are looking good so we're banking on having them ready by the beginning of the spring. Of course, this will mean more time flying there but it won't break a sweat"

"Wow!" Azure replied enthusiastically, "Sounds awesome. Does this mean they'll finally be able to expand beyond the basin and make better negotiations with the Buffalos?"

But Mist shook his head, then, a little downcast, "We're not sure, the cloud seeding isn't the only problem. They still need to find fertile ground in order for the apple orchards to grow, otherwise they might as well be planting the saplings in the middle of a big ol' sandbox."

Mist, never the one to care much of politics, did not want to stay on the topic for much longer and so he decided to switch it up, "So anyways, what are ya doin' tonight, Azure?"

Azure took a moment to ponder his response, "Well…I'm not really sure, I've been too busy today to really decide."

Mist smiled cheerfully, then, and suggested, "Alright then, let's go hit up the Echoing Feather! First round of drinks are on me! Who knows, you might meet a mare to spend some time with... somepony to twirl around, _if ya' know what I mean._"

Though of a blue complexion, Azure's face turned bright red at the words Mist so casually, and purposely, threw accompanied by a meaningful glance at a few mares not far from them. It never escaped Azure's notice, since the first day he met Mist, that his friend had this overly-confident airs around him. It was not in any way arrogant, or else Azure would not have befriended him; quite the contrary, Azure greatly admired his friend's character: how he talked big, how he moved with proud steps and his overly-charming antics, especially when there were pretty mares around... A fact Frosty Mist always admonished his introvert friend and never tired for a day to remind him that he, too, was quite the handsome gentlecolt and that any mare would sure welcome his advances if only he paid more attention to those who batted their eyelashes at him.

Azure, on the other hoof, was quite the shy colt and such adventures, as he preferred to describe them, were what he always thought of as out of his league. Yet what really made him gulp now was the fact that Mist, after two years of persuasion, finally managed to extract a promise from Azure, the last time they met, to make all the effort there was to land himself in a date and so, with another gulp, Azure stuttered, "S-sure, why not. Let me just…Oh shoot."

"Something wrong?" Mist asked as he eyed his friend suspiciously.

Azure was fumbling around with his weather factory uniform, turning out every pocket he had and becoming more distraught by the second with the many thoughts that battled within his mind. Ripping the coat away, Azure shook it with all his might and sunk back with a groan, "I think I left my wallet in the snowflake plant."

"Oh, really?" Asked mist with a twitching lip as he guessed at the direction Azure's thoughts turned, "Again?! Jeez, that's the second time this week."

Azure sincerely replied, "Ok, look, I'll just slip back to the snowflake plant and grab it before somepony picks it up on the night shift. You go ahead and I'll meet you at the bar."

Mist rolled his eyes at his friend's antics and sighed, "Alright, fine. See _you_ at the Echoing Feather, then!"

Azure nodded in return. Contrary to Frosty Mist's belief, the wallet excuse was not a lie but Azure could still see the doubt in his eyes about the less-than-subtle escape attempt. Azure was more likely going to have to buy the first round of drinks now to get back on his friend's good side. Still, he needed the time to think of his choices; both current and past, his life, and what might happen when he does accompany his friend to the club.

With all that, and more, on his mind, Azure wasted no time getting back to snowflake plant and quickly searched every inch of the place in the time he had before the evening shift arrived but still he was careful not to disturb anyone's hard work and possibly cause a winter drought. "Come on, where have you gone?" Azure groaned in frustration as every place he searched yielded no result in his hunt for his wallet. "Dang, I can't lose that thing! I still have my flying license in there... and a good twenty Bits!"

Still no sign of the object in question was found in the next ten minutes and Azure was just about lose hope and call the Lost and Found when he lifted his head out from under the desk he was currently searching. A quick red blush of annoyance crossed his features as he came face to face with a certain cyan-colored money holder but more annoyingly was the fact that the wallet was laying atop of his own workstation amidst a few unfinished snowflakes he had not had time to finish before the end of his shift. He ignored the snowflakes and picked up the stress-inducing wallet and stuffed it in his saddle bags while he mumbled to himself, "I've really got to stop leaving this thing out while I'm working. The chief wouldn't be too happy to see this just lying about in the work center. In any case, better get going or else Frosty is going to start the first round without me."

That was his plan. Many others had plans for that night: some were for fun, some for romance, while a few others had plans for a leisurely passing of time. Yet all were ruined when an ear-piercing shriek caused Azure to jump almost completely out of his coat. The scream did not sound all that far away but, for a reason that was lost on Azure, somepony was in fright.

Not a moment later, a crashing sound followed that brought Azure to his hooves and barely upsetting his work bench, "That didn't sound good. What's going on?" Azure asked himself and headed for the exit to see what was going on. More and more sounds broke out before he reached the exit and, soon, alarms broke out in his mind; something was not right. He carefully cracked the door before him, opening it to just a slit, and immediately regretted the curiosity that drove him to look in the first place: Co-workers he knew ran and flew in terror from what looked like insectoid-like creatures that chased them down like cats chasing mice. Occasionally one would be swept up and carried away by the creatures, screaming and hollering to be freed. Azure backed away, letting the door swing close and shutting away the horror from the other side. "What are those things?!"Azure thought, his panic rising fast, "Why are they ponynapping everyone?! Will they... find me?'"

With the only exit out of the factory blocked, it was only a matter of time before that question was answered and Azure needed to find a way to keep that from happening. Only a moment later, however, the swing doors opened with a loud bang for a group of terrified ponies to enter. Azure stood petrified but they did not stand idly by to notice the other occupant and started to flint anything and everything within reach at the door to make into a blockade. Azure was too stunned to move as he watched the ponies work; thinking that those demonic creatures had found him instead. Indeed, they have been too hard in their effort to stop the incomers that they must have not noticed, at first but it was not long before one of them finally turned and looked directly at him. The mare froze causing the other two to do the same and stare at the petrified pony across the room from them.

The new-comers gazed sideways at each other and muttered between themselves. Unease was the most apparent feature etched on all of their faces as their eyes held the terrified colt across the room. It was for some time that silence prevailed until the stallion among them asked, "You there! You're not one of them, are you?!"

Azure had to take a moment to process what was said but eventually, he gained the power of speech once again, "What?! No, I don't even know what those things are. I have been here ever since all the commotion started!"

The three ponies, however, eyed him with cautious stares, waiting to see what Azure would do next. Admittedly, Azure was doing just the same hoping that they too were not those mysterious creatures that he had just seen scooping up ponies like candy on Nightmare Night. "Um, my name is Azure. I'm a snowflake maker for the Weather Factory."

None of the other ponies, however, spoke, making Azure even more uncomfortable and wishing that he could just run for the exit but his apparent discomfort did not go unnoticed, for one of them spoke out, "I'm Rainy Days."

"Rainy, don't talk to him, he could be one of them!" the other mare spoke up and eyed Azure again with a look of unease. Azure felt a little offended by this but held his anger at bay so as not to upset the survivors of the ongoing attack. Still, the silence stretched and Azure had no desire to remain in this state for long so he volunteered his thoughts.

"I'm not one of those things, whatever they are. I only ended up here because I came back for my wallet. This is where I work and that's my station." And then he produced the said wallet and held it up as proof. The stallion took a step forward as Azure opened his wallet to show his flying license, which had a picture of himself, and looked from the license to the colt that held it a couple of times before giving an approving nod but he then spoke in an unnecessarily gruff voice of warning, "Ok, so maybe you're not one of them but don't think I'm not gonna keep an eye on you."

Despite the odd comment the stallion made, now that it was proved that he was not one of those creatures, Azure was glad he was not being left alone to fend for himself for the moment. "Who are you? And what in the name of both the Princesses are those things that attack us?!"

From outside the room, the terrified screams of helpless victims were dying down. The silence did not in any way provide Azure with any sense of ease but the answer he received made him even more terrified when the mare named Rainy Days squeaked, "They're called Changelings... they're creatures that feed on emotional energy. My sister...she studied them and-" The mare fell into silent sobs again, obviously too scared to continue her explanation. Azure, now armed with a general knowledge, was now fully aware of what she was saying. He could finally, despite his need to deny, put a name to the creatures: Changelings.

"But how did they get inside the factory, or for that matter, Cloudsdale?" Azure asked. "Next to Canterlot, Cloudsdale is supposed to be one of the most secure places in Equestria."

Rainy Days, who appeared to be the most scared out of them all, looked like she was on the verge of tears as she once again answered, "That's the thing. They're called Changelings for a reason: they take on the form of another and replace that pony and feed off the emotional energy that surrounds it. They could hide in plain sight and nopony would suspect a thing. I...Oh, Raindrops, I'm so sorry." She broken down completely into tears and openly sobbed. The other mare came over and offered her shoulder to cry on as comfort.

It was the other mare's turn to speak, "The Changelings had been most likely amassing in Cloudsdale for years. Slowly replacing one pony at a time. They must have planned this for a long time and are now beginning their full scale invasion. I just hope this is only happening in Cloudsdale."

'_Oh, Sweet Celestia!_' Azure thought as he started to pace around, "What if this is happening all over Equestria?!" Azure realized, "Have they invaded Canterlot? I have to get out of here. If we warn the Princesses, maybe they can stop this."

"Hey, what are you doing?" the stallion asked him as Azure paced. Azure was too deep in thought to hear him and kept on pacing, occasionally looking around the room for anything useful. There was everypony's workstations, stacked with hoof-made snowflakes, the main water dispenser for the snowflakes, the chief's office next to the exit, and the industrial cooling system to keep the snowflakes from melting. Azure looked at everything at least twice and thought more... and then an idea hit.

The other ponies noticed as Azure stopped mid-pace and smiled slightly. "What are you smiling about?" The stallion asked with increasing annoyance but Azure heard him this time.

"I think I may have an idea of how to get out of here," and he immediately set to work grabbing everything he would need for his plan.

Rainy Days collected her composure enough to speak again, "Y-you do?"

"Yes, but it might be a little dangerous," Azure turned and answered her.

The other mare, looking at him with discomfort and asked, "Wait, what do you mean by 'dangerous'?"

But Azure was too deep in thought to answer her at the moment. Indeed, his idea took him to a time when he saved a season's supply of snowflakes a couple of years back. Picking up one last basket of snowflakes, he trotted over to the industrial cooling system to set up his work. The industrial cooling system was a great innovation for the Winter Section of the Weather Factory for they no longer had to chill the section with wing power alone. Technology however, always had its drawbacks; just last year when the cooling system had malfunctioned, instead of keeping things to a chilly temperature, it was heating everything up. It turned out that the main water dispenser piping that ran just above the cooling system had cracked, causing a leak. Water from the cracked pipe started to seep into the cooling system and short circuited the venting subsystem within. Soon enough, the cooling system was heating up along with everything in the room and was soon found out that if the system was not fixed, it would have blown the entire snowflake plant sky high.

What Azure had in mind now was to try recreating the same events that would, with hope, result in the same blast that was expected back then to create a distraction for the group to escape. Though he could not do that alone and so he ordered the other three ponies in the room, astonishing even himself, "Hey, you there! Help me move these workstations in front of the cooling system."

The workstations were not required for the effects that would bring around the blast but were quite heavy nonetheless; a fact that gave Azure another idea that they might work, once combined, as a barricade against the blast. The other ponies, taking sideway glances at themselves, knew that Azure meant business and so they got up to help him move the workstations in front of the chief's office where they would make their impromptu bunker. With the makeshift bunker in place, Azure trotted back over to the cooling system and worked his other materials into what he would need.

Thanks to the incident a couple years back, the piping had been shifted to run along the opposite wall as far away from the cooling system as possible and so, Azure had to come up with a different way to short circuit the entire construct in a matter of minutes. Indeed, that is what the other materials were meant for and so he set out to work. He crushed two baskets full of snowflakes into powder and dropped it into the vents up top where it would not take long to melt inside, where the heat escaped. Next was the weather uniform he still wore, that was placed carefully over the powdered snow to clog up the vents. After that, with a roll of duct tape, he sealed the top effectively turning the entire construct into a pressure cooker.

The plan might have taken too long for its effect to start but Azure planned for this and popped open a panel on the side to reveal electrical cables galore. Having had to fix the machine up a few times, and contribute in its preventive maintenance, gave him the knowledge he needed to what and where the essential components were; which he now ripped and unplugged a few wires from them and replaced them in different sockets. The way the power was running now guaranteed that the system would run full blast and speed up the pressure build up within. He galloped back to the bunker and took his cover with the others and waited for what they expected to be a way to escape.

"Hey, snowflakes pony!" the stallion said, getting Azure's attention, "What exactly did you do to get us out of here? And why are we taking cover?"

Even though it annoyed Azure that the Stallion had not remembered his name, he decided not to pursue that and move on, "You saw that big old machine that I was working on?" As the stallion nodded, Azure continued, "I rigged it up to explode."

"YOU WHAT?!" The one mare whose name he didn't know shrieked.

The stallion also joined in on the verbal lashing, "How do expect this to not end with us splattered up against the wall?!"

"That's why I had us make this bunker," Azure replied with an uncertain tone to his voice, "You see, it'll put a gaping hole in the wall which we can escape through, and it'll cause such a big distraction that they probably won't even notice us. We should be safe... I think."

The stallion looked like he had a few choice words for Azure to hear when, suddenly, a high pitched whine filled the room. If that was not enough of a warning for what was about to happen, Azure did not know what was. Steadily, the whine started to get higher in pitch to the point where he was starting to have second thoughts about the whole idea of using the cooling system explosion as a distraction. That thought, however, along with any other thought, was squashed as a massive decompression of air ripped his world apart.

For many years to come, Azure could never, for the life of him, figure out or imagine what must have possessed him to make such a rash decision as to blow up the weather factory. What he could guess at, though, was that the shock wave must have been more powerful than he had calculated because the next thing he remembered after that last hazy moment in the facility was seeing a charcoal pegasus with dirty red mane and nothing more than a stick between his jaws.


	2. Chapter 2

Crisp fresh air, cool wind brushing past her mane and the feel of hard packed dirt beneath her hooves was all Gold Star needed to feel as alive as she did on her daily run through the forest. Seasonal song birds accompanied her with a choir of heartfelt tunes and the rhythmic churning of gears and compressed exhaust from her mechanical leg tapped in beat with her heart. Today was a good day, in Gold's opinion, and knowing that there was still a couple more miles left for her run was all the motivation she needed to keep up her pace.

The next mile was a favorite of hers; a path that ran along the edge of the Everfree forest and just outside the town of Ponyville. Gold always loved this part because there was a fork up ahead that she could take either through the heart of Ponyville where even after living in the small quiet town for the past couple of years, she always liked how there was something new to discover every day, or go beyond toward Whitetail Woods. Running through that forest always reminded her of her days back in her hometown of Brightwood. So many memories emblazoned in her mind that she would never forget and of her family and friends that she thought about each and every day. Furthermore, both paths offered a great route for tranquil scenery and ran for more or less the same distance; one thing she would always admit to herself was that she loved the thrill of a good run, no exceptions. Gold was at the fork in no time at all and was about to make the choice of taking the path through Whitetail Woods that day when the slightest breeze of wind carried the sounds of commotion coming from the direction of Ponyville caught her attention. She tried to remember if today was a holiday, but by the sound of it, these weren't cries of laughter and enjoyment. Gold's mind was made up and at the fork she took the path leading down to Ponyville.

What greeted her was more devastating than anything than she could have imagined. It was not a scene of destruction but the devastation she felt at that moment was far more than she ever had to feel or handle. Outside the sound-insulated forest, terrified screams of ponies appeared to have increased tenfold but what made her truly gasp in horror were the black forms that flitted from one place to another over the terrified village in chase of ponies who ran as fast as they could, and took a shape she only saw in a newspaper before... a shape she'd never considered she might actually see with her own eyes.

For a stretch of time that she could neither count nor measure, Gold stood at the edge of the town as if mesmerized by the horrors that took place before her but what brought her to reality were the shrieks of defenseless foals in the chaos that ensued in the attack; foals that were searching for the safety of their parents. Others were being rounded and grouped up by the insect-like creatures while those who tried to run away were caught and dragged elsewhere with no help to be had. It was at that moment when it hit her that she needed to fend for her own daughters that might as well be any of those who were screaming in fright.

Gold's memories of the path she ran were something like a hazy blur. One that was interrupted by a stallion whose screaming at the top of his lungs in a vain attempt to escape capture, "Everypony for themselves, the changelings are back!" But her memory of him did not go beyond his scream as her eyes were kept trained on the nearest group of ponies to help.

It was just outside Crazy Dave's Joke Shop and Emporium that she encountered her first changelings. They were a gang that was corralling and herding a small group of whimpering foals who were trembling in fear of the hissing and chattering changeling bullies. Indeed, Gold Star felt on the verge of being sick when she saw the innocent tears in the young ones' eyes as they were made into a very tight circle. The changelings snapped their long, sharp fangs at them, chittering in pleasure over their easy successful capture. Each of them looked eager to pounce and claim the first prize but the first to jump and seize its prey suddenly found itself flying elsewhere.

It was at that moment, when the Changeling leapt, that the yellow-orange pegasus gave her running hooves a greater burst of speed and barreled herself into the Changeling's side, making it fly sideways and right into its siblings. There was a moment of confusion as it tried to put its hooves on the ground but, when it finally rose, the sight that met its twisted eyes was not anything it expected: standing not far from it, with all the foals that were meant to be captured behind her, was a pegasus mare that held her wings wide open in a territorial-protective stance. Her blue eyes were narrowed in defiance and her green mane and tail swayed behind her and sideways like a proud flag in a gust of wind. She appeared, then, much more formidable and frightening to the changelings, who sought their strength in numbers, than anything they have ever seen or encountered before.

Without removing her eyes from the changelings before her, Gold Star spoke in a steady and resonating voice that otherwise held a motherly-reassuring tone to it, which somewhat calmed the frightened hearts of the foals that stood behind her and around her hooves, "Go! Run away, children!"

From the corners of her eyes, she watched and made sure that they made a break for another piece of shelter in town and they did not go into another trap. The Changeling gang was stunned; they did not expect such strength from one mare that was not even of a significant muscular structure but what held them at bay, as the foals ran, was their apprehension of the dark grey metal that encased her right foreleg. They, of course, did not know what it really was and, mere bullies as they were, they all stood and surrounded the one pony that dared to interfere with their plans and fun. They made sure of their numbers and quickly aligned themselves to cover every escape beyond their tight-knit circle. They circled Gold and snapped and hissed at her but the intimidation did nothing as she then spoke at large, "How dare you attack defenseless foals! You're nothing but a bunch of school yard bullies!"

But if the changelings thought that they had seen the best this pegasus can do, they were greatly mistaken. A smile slowly spread across her lips, one that was meant to intimidate than a real smile and she scraped the ground with her left hoof. "So why don't you pick on somepony your own size?!"

The changelings hesitated then. Their number did not lessen but the mare who stood with nary a quiver before them suddenly started to appear, in their eyes, much bigger than she was. Their hissing increased in their attempt to invoke what small amount of courage they could muster and chittered back in response. Gold kept her eyes trained on one of them that still appeared to have some soreness near its chest from the hit it took, with a slight curve to her eyes; a challenge for it to attack her. Slowly, the circle they formed started to close around her until that one Changeling leapt at its would-be victim.

Gold, however, was prepared for it.

In the Changeling's mid-jump, Gold ran directly in its direction, kicked it aside and bolted out of the circle from the gap that formed by the Changeling that fell. As she ran, she taunted those who were still stunned, "Catch me if you can!"

Gold's intention was not to defy or attack for she was much smarter than that but still she wanted to keep the attention of this gang of changelings fixed upon her so that they would not turn and chase the foals she managed to save. Some rose into the air while other made to chase after her but her powerful legs, the product of years and years of running around the forest, carried her faster than any Changeling in the air. Indeed, she led them on a merry chase around the village as she sought to look for her daughters when a terrible scream made her blood go cold in her veins.

"Help me!"

The sheer panic in the unknown voice was all that she needed to hear in order to reconsider her current position, even it meant abandoning her search for her own loved ones. Much to her own chagrin, Gold stopped her search to answer the distressed call for help and came upon another scene of helplessness. It was another group of changelings, with apparent joy at their success, with a mare they captured and were carrying away. Gold, with another burst of determination, ran and broke through the offending ranks, making the dark-grey coated mare land on the ground in a heap.

But the mare that fell did not rise on her hooves but raised her head to look shakily at Gold. A quick once over of the now-freed pegasus mare revealed no major injuries but still she asked, "Are you okay?"

The mare gave a shaky nod in reply and squeaked to her rescuer, "I-I have to get out of here." She attempted to push her sporadic limbs back underneath her, but every time she tried force herself back up her legs shook in cold defiance "P-please, help me."

The pleading look the young mare gave her was one of pure helplessness and desperation; as if Gold was the only thing standing between the dark pegasus and a fate more terrifying than death itself. Gold Star wanted to stay and continue her search but one more look at the mare told her that she was too traumatized to move on her own. She just could not in good conscious just leave her to fend for herself and, as much as it truly pained her, Gold nodded in return and wasted no time in helping the mare to her hooves. She could only hope that her good deed wouldn't go to waste on her karma and grant her mental plea that Ruby managed to escape with the children. A group of hungry looking Changelings however, did not give them much time to recover and prepared to attack from overhead. With the other mare fast on her heels, after a bolster of quick encouragement, they made for the only escape route available that was past the deserted shop of Sugarcube Corner and, with a few close calls, the pair made it out the north side of town with barely a glance back the town now swarming with changelings.

For some time, Gold stood beneath the cover of the Everfree Forest overlooking her 'home'. The mare she had rescued had passed out nearly as soon as they made it to safety; obviously too overwhelmed by her ordeal to find any reserve in will-power left and was now laid, steadily draped, across Gold's back. Tears flooded her eyes and more than once it was that she considered going back to Ponyville, charge past every Changeling there was until she found her daughters but she had to convince herself several times that she had to remain out of capture for them. That she must somehow find out a way to save them and that going in witlessly will not do them any good.

As she stood there, though, with her head down and eyes barely allowing her to gaze upon anything, a small groan caught her attention and directed her to the now awakening mare that rested atop of her. The dark grey pegasus mare mumbled to herself and looked like she was trying to get a sense on her bearings. Gold took the initiative and lowered herself so the other pony would be able to reach her hooves to the ground. The purple-manned pegasus stammered to one side and almost fell over before Gold caught her in her wing.

"Easy, easy. You're safe now." Gold offered in her most soothing tone that she could muster at such time. The other pony steadied herself against Gold's side until she was able to look around without throwing herself off balance. Her eyes shot open as she must have realized that she had passed out and urged for her savior to give her a bit of room. Gold cautiously obliged and stepped out from her supportive side while keeping a keen eye on the pegasus for any sign of regression.

Soon enough, the other mare was back on her own hooves, if not a little shaky. Gold watched her as she took in her surroundings and eased herself into a more composed state. It was not long, though, before the calming mare took note of the commotion that came from behind her and let her head sink in sorrow as she looked over Ponyville much in the same way that Gold had. Gold saw the expression in the mare's eyes that she had recently been acquainted with not too long ago and carefully trotted by her side as the first few tears fell from the heartbroken pony's eyes. The grey mare must have felt the comforting presence of her fellow companion for she soon buried her muzzle into Gold's placid, green mane and cried harder than Gold had heard any other pony before. She gently put her wings around the dismayed pony and stroked the grey pegasus's withers with a gentle hoof; letting her cry out. In truth, Gold wished she could have a shoulder to cry on herself but, seeing the other pony breaking down, it was apparent that she needed to appear strong for her.

The pony's gasping sobs withered into hiccupping whimpers as she tried to pull herself together enough to speak. Gold gave her a few more minutes so as not to rush her and, eventually, coaxed the mare into speaking. "T-tell me this is just a dream…please?"

The poor mare's desperation-filled eyes bore into Gold's as she choked on her words. Admittedly, she also wanted to believe that this whole thing was nothing more than a dream as well. Just some delusional trick of her mind that just wanted nothing more than to watch her squirm under the force of her own imagination. Of course, dreams were supposed to be nothing more than illusions brought up by one's memories, twisted into something else by one's imagination and no matter what, could never hurt the one dreaming. But this was something beyond a dream, it was a nightmare; one that neither of them had a hope of waking from any time soon.

"I'm sorry, I was only able to save you from those Changelings… It was all I could do." Gold replied, closing her eyes in her sadness.

For the moment, Gold remained a silent sentinel as she continued to gaze upon the darkening town of Ponyville, carefully gauging her responses to keep her own fading will in check. The silent pair stood for the longest time as they watched their homes being consumed by the ravaging creatures of the past.

-o0o-

Preparing another set of records for the _Cloudsdale Weather Archive_ on the second largest hail storm of Trottingham, Wind Scribe hummed a peaceful little tune he knew from when was just a foal. Why he did this, he really could not tell. He just felt in such good spirits that day that he just really did not care.

"Hey, you mind keepin' it down?!" A furrowing voice asked him _politely _from his side. It was Feather Sign, another pegasus that worked in the archives and a longtime friend for Wind Scribe; at least, a pony he used to call a friend.

"Oh, sorry Feather. Didn't mean to bother you." Wind Scribe replied in a whisper.

Not to be taken the wrong way, He still thought of the pale yellow pegasus as a friend but, for some time now, he and Feather Sign had become…distant. At first, it just seemed like the pale yellow pegasus was just having a bad day and would get over it but the longer Wind Scribe tried to convince himself of that, the less convinced of it he became. Soon enough, all his friend would do was to come to work, do his job, and then leave without a word. Wind Scribe tried to cheer his friend up multiple times, each attempt only earning him more mortar to the wall of rejection that his friend built. Surprisingly enough today though, Feather Sign did not seem quite as rude as he usually was in that he has not cussed out the poor stallion that tried to help him. Though this was still far from what the two pegasi used to have in terms of their relationship.

Wind Scribe looked up at the clock hanging from the archive room wall to see that his day was nearly complete; his friend, Feather Sign, who was just finishing his shift with him as well, stood up to leave when, all of a sudden, he stopped. It was odd: he just stood there in the middle of the room like a statue and was honestly starting to creep his fellow coworkers out. Wind Scribe asked him then what was wrong but the only reply he received was with a hungry and malicious grin and a few unfathomable words that were spoken in a hissing voice Wind Scribe never before heard, let alone coming from his one friend, "It issss time!"

Further worry ensued along with a wispy chill that made Wind Scribe's skin crawl with uncertainty. He had his confused questions answered before he asked them though as his so-called friend ignited in a haze of fiery green light. The scene nearly made him jump out of his own skin before Feather Sign reemerged from the vapor as a creature he only knew from reading his books; a Changeling. His friend, or rather the thing that posed as his friend, hissed and grinned with an excited expression of pure ecstasy upon the transformation's finish. As he gazed with much fear upon the lead-black Changeling, he guessed he was not the only pony that almost suffered a heart attack from such a horrifying sight; from other parts of the Cloudsdale Archives, Wind Scribe could hear the terrified screams of fellow coworkers he knew all his life echoing throughout the building in a choir of panic.

He knew, at that moment, that this was more than just a coincidence but his reverie was not allowed to last as the changeling before him hissed, "You're coming with me, pony!"

Wind Scribe shuddered at the Changeling's remark as it pounced upon its trembling prey but a primal instinct, at the back of his mind, managed the only thing his feverish thoughts could come up with at a moment like that: he turned his back on the insectoid creature just as it bared its teeth and shot a fear driven buck straight in to the incoming aggressor. His back hooves made contact and sent the Changeling back in a dizzying tumble across the ground and him on a slight somersault forward from a hasty reaction. He picked himself up shortly after and, without a second thought, bolted for the door.

The archive was a vast collective building of all things weather-related in Equestria and, as such, it made the corridors of such a structure hard to navigate for the inexperienced visitor but having worked at the said place has given the Charcoal pegasus the knowledge he needed to navigate the facility and pilot through a few shortcuts along the way to the archive's lobby. Yet, outside in the archive lobby, things were in even more chaotic state. Fellow coworkers he knew for a long time flew for their lives as they were being chased down by even more Changelings. Some were already captured and were being hauled away to parts unknown. One of the insect-like creatures halted in his flight as it noticed that none of its siblings had seen the petrified stallion that just burst into the lobby. It took less than a second to change its flight course and break away from its group to capture him. Wind Scribe saw the shadow of the Changeling dive bomb for him, the menacing creature hissed as he made a break for the archive exit. Fear-induced adrenaline surged through the fleeing stallion and kept him mere inches out of reach of the Changeling's snapping jaws. Wind Scribe narrowly avoided colliding with other ponies in his mad dash and every face he caught a glimpse of held nothing but cold fear. Fortunately for him, the Changeling that gave chase was not quite as fast or as maneuverable, having to redirect its flight pattern just to keep up. Unfortunately for the pony the Changeling collided with, though, another was now at the mercy of his attacker and screamed in vain as more of the matte-black creatures enveloped around him.

Wind Scribe did not dare chance a look over his shoulder to check if his pursuer was still there and kept up his pace regardless. Upon the final stretch of his speedy flight, he all but crashed through the archive exit only to be subjected to a scene far more heartbreaking than what he had already been through: the entire city of Cloudsdale under attack by nothing short of an entire legion of the dastardly, malicious Changelings. Everywhere he looked, ponies were being rounded up and hauled away for whatever plans the despicable insectoids had in store for them. One thought, however, took precedence over all other thoughts at that moment to Wind Scribe: his family. He had to find his wife and kids and flee the city before these creatures laid a single hollowed hoof upon them. Perishing any thoughts of concern for himself, Wind Scribe flared his wings and kicked hard off the ground to fly home as fast as he could.

All throughout the city, other ponies and Changelings nearly collided with him mid-flight. Everywhere he looked, panic and fear was at everypony's throats. His luck, as it seemed, proved to be holding out for he was able to fly just under the zone that most of the action was taking place. Fate must have been listening to his unspoken prayers as he was nearly halfway there when a terrible sound echoed around the entire city, which seemed to shake the very fabric of the air around him.

Right at the moment, as he was passing Cloudsdale's all-important Weather Factory, the entire facility exploded. Debris shot out in a cascade of concussive shock-waves and compacted cloud structure that rattled the Charcoal pegasus to the bone. He knew ponies that worked in that factory, all of them exceptional friends that he prayed were nowhere near the place at that very moment. With yet another light of resolve igniting in his heart, Wind Scribe sliced through the turbulent skies to reach his home. He will get to them before any changeling and take them to safety, anywhere away from Cloudsdale to protect his family. His brave thoughts however, were silenced as he was rendered unconscious by a piece of debris that spun out of control and flew directly in his path.

"_I'm always scared, April. Scared that I wouldn't do the right thing. That I would lose you one day."_

He was gazing at his wife and kids. They were all, the three of them, looking at him with smiles upon their faces; smiles they reserved for him every day he came back from his job but his eyes were fixed upon the grey almonds of his wife. He had always thought of the grey color as one that is both cold and dull up until he met _her_ in the silent weather archives of Cloudsdale where she was making a research for her university studies. This odd preference of color was an issue that accompanied him since his colt-hood when he used to be picked upon for the odd contrast between his vivid-red mane and dark-grey coat but that matter never again bothered him when April Showers smiled at him shyly, at first, and then boldly remarked at how strong his colors were in contrast to the dark forest-green of his eyes.

At first, Wind Scribe could not believe that this lovely pegasus with a maya-green tail and mane, that much resembled raindrops at the ends, was speaking to him but her golden-harvest colored eyes gave him his first inkling that his life was about to take a huge turn in a different, and happier, direction.

Their romance was one that brought a happy sigh to many as they watched them be swept in a whirlwind of courtship. In the end, two lovely foals was the proof of their devoted love. His life since the moment she set her golden eyes on him had been countless moments of blessing that followed each other with no end to their happiness in sight. He was a family stallion and the welfare of his family meant everything to him.

In her gentle voice; a tone she always used whenever she saw the love reserved for her alone in her husband's eyes, she crooned, _"How could you lose us when we never leave you here and there?"_

As she spoke those comforting words to him, she raised her hoof to touch his head. For a reason he could not fathom, the gentle touch of her hoof caused a throbbing headache but he did not care much for that; he was so lost in her loving eyes that nothing else mattered. Something was off, however, for when she went to place her hoof down to his chest, atop of where his heart lie, as she would always do to set his mind at ease, her touch became as cold as ice. He looked up in a start and felt his heart skip more than a few beats upon what stood before him: no longer the visage of his lovely, dedicated wife but the malevolent, cheshire grin of a blackened creature that bared its fangs; a Changeling. It hissed and chuckled in its slithering tongue and pounced on its traumatized prey. Tendrils of pure darkness exploded from the creature's body to encase the surprised pegasus. He did everything he could to escape but to no avail; the attack was too quick and the world faded into an abyss.

Wind Scribe awoke, sharply gasping for air that had eluded his lungs. A throbbing headache and a terrible ringing in his ears accompanied the recovering stallion and became worse with the regain of his senses. He tried to open his eyes but the pain increased with each attempt to gather his strength for such a simple task. In that confused moment, he pondered the ringing plaguing his ears, at first believing it to be the frightened scream of his lovely wife, April, but it was like a continued din that would not diminish. He was at least aware that he was still on a cloud due to the feel of fluffy white cotton under his hooves and belly but his entire body ached for reasons he could not begin to remember.

But, like a tsunami, it all then came flooding back when he realized that the ringing in his ears was actually the screams of ponies that were still in the under-attack city of Cloudsdale. He rose at once, swaying slightly from the pain, but willed himself to search the skies for the floating metropolis. The sight that met his eyes was more than he could handle and his heart sank immediately; the once great city was now aglow with billowing towers of smoke and terrorized screams. Tiny specks, he saw, zipped across the skies in vain escape attempts but were engulfed in a veil of black the moment they fled.

Wind Scribe fell back on his haunches gaping at the scene of it all and in that moment of despair, he was almost certain he could hear the frightened voices of his wife and kids crying out for him as they were being taken away like the others. He had failed; not only his family but himself as well and now there was no way of getting back into the city without being spotted, let alone captured. He did the only thing he could think of and flew; flew as far and fast as his wings could carry him and away from the blockaded city, tears streaking down his anguished face as he felt with every beat of heart fracture his very soul till it shattered like delicate glass.

Yet his will did not last long and his body surrendered after a mile or so of flight. Quite carelessly, for a pegasus, he glided down to the earth and curled into himself to wallow in self-pity and torment. Nothing mattered anymore for the poor stallion now that his family and home were gone. Dark thoughts swirled within his mind; he might as well hoof himself over to the Changelings right this moment. Maybe then he might have the chance to see his family's smiling faces one more time before the end.

At the very moment when Wind Scribe closed his eyes; surrendering to despair, a rustling sound in nearby bushes forced them wide open and paralyzed him in fright. His breath came in and out in shallow gasps as he turned his head in the noise's direction to his port side and watched the leaves rustle again yet accompanied this time with a low groan. Feverishly, he searched the grounds for anything he could use to defend himself but all he found was a flimsy-looking branch, which somehow ended up clenched between his teeth.

The low groans continued as Wind Scribe inched his way towards the patch of shrubs, shaking like a leaf caught in speedy winds. Deciding to take some sort of action before he changed his mind, Wind Scribe flung the shrubs out of the way but what he found dumbfounded him; it was another pony, a little more beat-up than him but a pegasus nonetheless. He looked a little younger than a stallion and had a coat of icy blue fur and a short cropped, dark blue mane. His cutie mark was a triplet of overlapping snowflakes each in different shades of blue and white. The pony was still half asleep by the looks of it, or still recovering his senses because he did not notice Wind Scribe just yet. Wind Scribe, on the other hoof, was in the middle of a mental battle, trying to decide what to do next and ultimately came down to a decision. With the stick he still held in his mouth, he began poking at the semi-unconscious pony a few times to further rouse the colt. The pegasus finally began to take note of the rude awakening and pulled himself up to a sitting position. Wind Scribe suddenly realized what he was doing and began to rethink his decision. He backed away and tried his best to make himself look as intimidating as possible.

The pony with snowflakes cutie mark massaged the sides of his head, "Ow, what happened?"

With his heart pounding in his ears, Wind Scribe stuttered, "Y-you there! umm, don't move or try anything funny… I-I have a weapon!"

Still apparently dazed, the colt looked around until he found the pony that was talking to him. He looked at him first, then at the so-called weapon that he supposedly had with a more than curious stare, "A stick?"

In the back of his mind, Wind Scribe reprimanded himself severely for not thinking of a better plan for this situation and now resorted to plough, "U-uh, yes… Don't you think I don't know how to use it!"

But for everything, the snowflakes colt appeared more confused than scared and replied in an offhoof voice, "Alright, then. I won't try anything."

Wind Scribe sighed in relief. For that one sigh, he felt so light-hearted and at ease but took it back as another thought passed his disoriented mind, "You're not a Changeling, are you?" He asked around the stick in his mouth. The colt looked at Wind Scribe as if he was gazing at a mad pony but decided to play along avoid confrontation, "No. I'm not."

"Prove it." Wind Scribe ordered as he watched the colt concentrating hard on finding an answer. After a few silent moments, the colt shrugged, "I don't know how. But listen, I'm not a Changeling. I was attacked by them in Cloudsdale and…"

But Wind Scribe cut across his words and asked, "Wait, you were in Cloudsdale too?"

"Yeah." The colt answered, "At least until those Changelings attacked me and the others at the Weather Factory. I barely escaped after I overloaded the snowflake production facility."

Wind Scribe's jaw dropped, along with the stick that was in his mouth with a muffled clatter, and shouted, "You blew up the Weather Factory?!"

At the oral assault, the colt blinked his eyes wide and stammered, "Y-yes. But I did it to create a distraction for my companions and I to escape. I didn't expect the system to meltdown that fast. Did you see anypony escape the Weather Factory since the explosion?"

Wind Scribe's ears folded back as his expression shifted to downcast. He did not at all expect such revelation for he now guessed at what took him off his path and goal, "N-no. I was on my way to get my family when the Weather Factory blew and knocked me out."

Deep despair welled inside him at these words. He did not know how long he had been unconscious, he did not know where his family was and, worst of all, he feared that the explosion might have harmed them even before the changelings did. A spark lit up in Wind Scribe's mind as these black thoughts swirled in his mind and suddenly eyed the other pony with fury.

"You! Because of you, my family is in hooves of those Changelings… or worse! I was nearly there, I could have saved them but now…" The spark faded, leaving him to be filled again with boundless remorse, "but now they're gone..."

Wind Scribe sank back to his haunches again as memories of his family assailed him once more. His family was still gone and taking out his anger on somepony else wasn't going to bring them back.

The snowflakes pony looked upon the grieving stallion before him and felt a pang of regret for what he had done. In an effort to assure him, the colt hesitantly spoke, "Look, I'm sorry for what I did but I was only trying to save my friends. If I didn't blow up the factory, neither of us would be here right now and probably in the hooves of the Changelings as well!"

Wind Scribe quelled his sniffling as he listened to the other pegasus, who still spoke with great spirit, "We both have a chance to right our wrongs now, so why don't we team up to save our friends and family?"

Wind Scribe took his time to contemplate the words he heard, as he gazed at the sincere eyes of the young colt before him, and found that he had nothing to lose by accepting the other pegasus' offer and so spoke the mystifying question that had been nagging on him ever since he woke up, "Okay. But how do we save our loved ones? Where do we even begin?"

"I have family in Canterlot that we can ask for help!" The colt answered with enthusiasm now that a plan started to form in his mind, "Maybe even get an audience with the Princesses. They need to know what has happened to Cloudsdale."

With a sigh, Wind Scribe conceded, "Sounds like a plan. I guess we should get flying if we are to get there."

The other pegasus nodded. "Right. Oh yea, my name's Azure."

"Wind Scribe," the stallion replied, finally putting a name to the face of the snowflakes pony.

With that, two pegasi, a colt and a stallion, took to the skies. They were careful to fly just above the canopy of forest to avoid being too far out in the open. The flight to Canterlot, though always a cheerful route to journey, now felt like a horrendous path in which a pegasus can spread their wings into but, with silent flutters, both pushed on in their quest for the city on the mountain.

-o0o-

However, far to the southeast, another attack was in action; one that swept over the mountain city of Canterlot and filled its lovely blue skies with swarms of black. It was nothing less than a state of full panic in the city as ponies were being picked off from every corner. When the attack commenced, as sudden as it was, alarms broke all over the city that gave way to several defense fronts to be held and organized by civilians and guard ponies yet, one by one, they all fell against the might and numbers of the Changeling legions that were bent upon havoc and destruction... the last of these defense lines was where _Celestia's School for Gifted Unicorns_ was situated.

Comprising mainly of young students, the changelings had underestimated their magical prowess. The attacking units that were sent to that school, although not small in number, were quite useless against the quickly organized defense the young unicorns mustered. One of these students, a particularly hard-voiced colt, kept shouting, "Don't you dare wane! Evacuate the younger foals and prepare for..."

But whatever the colt wanted to prepare for simply evaporated from his train of thoughts as a tenfold-greater swarm covered the rising noon sun. At that sight, his eyes grew wide for mere moments with shock but such a scene, though despairing to no limit, did not take hold upon his heart for long for it was then that he raised his head high and galloped forward while shouting to those he left behind, "Retreat! Let none be caught!"

As his horn started to glow, a soft evergreen hue, another horn started to glow right next to him and the colt, refusing to take his eyes off the changelings not far ahead of him, snarled, "Go back, Lilac! This is no place for petty rivalries."

But the grey-coated and lilac-manned mare that ran next to him shouted back, with a hard tearing gaze to her eyes, "No! I won't let you go alone, Arbellason. We do this together or we go back with the other students!"

Arbellason picked up speed and his horn glowed brighter. The fact that he did not bother to answer back did not much bother Lilac; he always had that dark look to his eyes and a brooding silence was his defining characteristic. Though both hot-headed rivals in magic school, Lilac had more on her plate to be concerned for and her first concern was the colt who was charging head-on with a shining horn into the swarm. She knew him well enough to realize that he was fool enough to decide to attack an entire legion of changelings on his own but she was not about to let that happen. All of a sudden, her horn started to glow warm purple and both mare and colt vanished right before the moment when the changelings were about to sweep them both away.

Moments later, they teleported far away from the scene of confrontation and into hiding in a narrow alley. Arbellason was quite dizzy but, when he gained his bearings, he yelled at her, "What have you done? Don't you _ever_ come in my way again!"

Lilac, who had by now reached her breaking point, screamed at him, "_Idiot!_ You can't attack them on your own. We need to find the Princesses. They're the only ones who can banish the changelings from all of Equestria."

"Can they?" Arbellason snorted mockingly from his nostrils, "Open your eyes, Lilac! The changelings are all over the city and our school is in the far end; had they been defeated, they would not have reached us. No, we are on our own, and it's most likely that the Princesses fled and left us to fend for ourselves!"

At his faithless words, tears gathered at the corners of her eyes; she could not begin to believe in any word he uttered but the fall of the city all around her gave her nothing to argue him with. Her pride in the royalty of her own country, however, gave her a small ounce of stubbornness to confront him with, "I don't believe it! You don't know the princesses and how they care for their subjects. Princess Celestia and Princess Luna would never leave us! I am going to the castle and see for myself how they will banish the changeling forces. You are welcome to join me when you stop acting pathetic."

With these decisive words, she turned her flank to him and walked to the end of the alley and right behind a large, ornamental potted-shrub that was, amazingly, still intact. To her horror, she saw ponies chained and being led by evilly-smiling changelings through the streets to places unknown. The presence of Arbellason, whom she sensed to have walked to stand behind her, gave her some comfort despite his silence and, when the street cleared a bit, she turned her head to look at him and he nodded. Both mare and colt crossed hooves, her horn glowed and then both vanished to reappear not far from the Royal Castle, safe in the cover of shadows. There, signs of a great battle were all that was left of the guard ponies that never before left their posts but, instead, changelings of huge muscular structure now took their places.

At that moment, Lilac was ready to give up hope of any chance of reaching the Princesses, and seeing to the freedom of the city she had come to love, when a greenish glow caught her attention.

Turning her head back in curiosity, she saw Arbellason, who had retreated deep within the shadows, gazing at his own hooves with something akin to deep sadness upon his usually hard eyes. That look, however, lasted only a mere moment more for he then closed them and turned his head in a wide circular motion. From his horn, a dark and slimy shower erupted into the air to fall slowly back on him like a cloud of dust. As the dark matter touched his coat, his form slowly started to change: his eyes and pupils expanded and turned from hazel to poisonous blue, his sun-kissed bronze coat gained a darker hue that slowly changed into the lead changeling-black and his unkempt, raven-black mane and tail shortened and became untamed spikes of the same color of his coat. The last touches were when filmy layers sprouted from his back and arranged themselves into false wings, see-through holes appeared in his hooves and two fangs grew down and past his once firm chin. With all finished, Changeling-Arbellason fell to the ground. He was panting so hard as if he had been running a great distance and Lilac, approaching him, her eyes wide with increased wonder, asked, "Why'd you do that? We could've found another way..."

A wheezing voice, so unlike the steely tone of Arbellason's, answered, "You want to see your princessesssss? The battlements are well watched and guarded, and thissss is the only way we can go in." He then forced himself on his hooves and spoke with shaking knees, "You will go inside as my prisssssoner; thissss will give us enough time to find our path to the Royal Hall but I cannot hold the ssspell for long."

At his words, Lilac nodded and spun her head once. From the glowing tip of her horn, a stretch of rope streamed that tied itself around her neck and then through one of the holes in Arbellason's changeling-forehoof just the way she saw them tied around the changelings'. Being an adventurer and of a carefree nature, Lilac so hated to be restrained in any manner and being tied to Arbellason, her absolute rival, made it all the worse but, after taking one last look at him, she swallowed her pride and moved out of the alley. She could imagine what pains he must have taken, both physically and emotionally, to change his shape; he, after all, never cared much for that which did not concern him but his act, though still cold, showed something not unlike the care of her brother, whom she never stopped worrying about since the start of the invasion. Indeed, her mind kept wandering back to the small note she quickly scribbled and entrusted to her childhood companion, who had furiously tried to remain with her, to take to her twin but what she placed in it seemed now too brief and insignificant in comparison to what ache and worry she felt at this dreadful time.

Once in the street, though, Lilac disciplined herself and heart and adopted the sad feelings and demeanor portrayed by the rest of the captives to hide the myriad of emotions that swirled within her. She walked slowly up to the main gates but the changelings there did not stop her movement. It seemed odd to both colt and mare that they were not inspected but whether it was because of Arbellason's new shape or that they were drunk on their victory of occupying the city, they could not guess nor bothered to spend precious time pondering at.

Inside the castle, it was much different than it had been when they had last visited. All residents of Canterlot had the allowance to walk through the main halls of the royal castle when their needs required the personal attention of the Royal Princesses but being granted a scholarship into Princess Celestia's own school of magic meant that the gifted pony had access into these halls at any time they liked. This time, as they walked through the corridors, it was different only in the stillness that engulfed the very air; no signs of battle were evident anywhere, and the place appeared as tidy and clean as ever but what it lacked was the bustling life of messenger ponies and ministers at work as they ran the affairs of Equestria. Indeed, the silence seemed much more frightening than the yells and shouts of the small skirmishes that occurred around the city.

Confused and worried, Lilac turned to look at her false captor and whispered, "Let's go to the Royal Chambers, we might find Princess Celestia there... I don't like this at all."

Lilac waited no confirmation from Arbellason and so took a direction that would lead her to the royal chambers of Princess Celestia. She had never been inside it before but she knew her path to it well enough, and, a few minutes later, found herself standing right before the arched doors.

As both stood uncertainly before the doors, muffled voices reached their ears and they strained to hear more. The voices were hard to discern but they seemed to carry the tones of an argument that subsided to one voice after a moment. At their mutual nod, Lilac and Arbellason pushed the double doors gently open to a crack and, to their shock, found none other than a tall, slender black figure with a twisted horn. It was only too easy to realize who the changeling, that had her back to them, was for her figure was more than detailed and described in their course in 'Modern History' from the time when the changelings first tried to occupy Canterlot: Queen Chrysalis.

As the nausea that almost engulfed her subsided, the words of the Queen reached and registered in Lilac's ears, "... and you will continue with your duties in raising the sun upon my new Changeling Empire or else your precious Equestria will slip into a dark and _moonless_ wasteland!" There was a sneering laugh that made goosebumps creep all over Lilac's coat and Queen Chrysalis continued, "Of course, that will affect us Changelings... but not as strongly as it would your precious, little ponies, and I think you'd rather not risk that, _Princess._"

Lilac followed the direction Queen Chrysalis was looking at and finally saw her; Princess Celestia. The Princess stood as proudly as she could against the tyrannical invader but her tears betrayed her hard and narrowed eyes... tears that portrayed everything that threatened Lilac's being since the start of the invasion: defeat, despair and submission. Something snapped within her, then, and she fell on her hooves in despair, pushing the double doors open with her fall.

Both Princess and Queen turned to look down at her where she had fallen and started to cry silently but the two mares, and changeling, looked up when a voice spoke; a voice that no longer wheezed.

"I almost embraced the faith that there is hope for us still, Princess Celestia! I was ready to see Lilac's path to you to the end!"

Arbellason's form slowly started to change, starting from his hooves and slowly up, as he continued, "A leader cannot choose to submit; only resist to the bitter end. A leader cannot suffer the shame of defeat and you, _my Princess_, are not one!"

With the last of his words, his true form was revealed; it was not that he could not hold the spell any more but that he no longer saw a need for it. Indeed, his eyes appeared in their true shape with the three last words he spoke: hazel, cold, and cruel but with a fierce gaze shining within them that made Princess Celestia turn her head aside in shame.

It was Queen Chrysalis, however, that broke the silence when she addressed the colt before her with a dark sneer, "Hmm. If your shape remained unchanged, colt, I wouldn't have recognized you as one of my changelings; cold-hearted as you are. What's your name?"

"I have been called by many names and the knowledge of my true name is hardly of any importance to you, _Changeling,_" Arbellason spat harshly.

At his words, Queen Chrysalis nearly broke out in maniacal laughter and spoke softly, a tone of voice much more frightening than any yell or scream, "Well well well. Such a fine specimen, you are, and a loyal subject to your own kind, no doubt. Such a shame that you could not be one of my own."

For a few moments, she gazed at Arbellason, who stood proud, then to Lilac, who silently wept on the floor, and spoke to her first, "It seems your companion here does not share your_ sympathies_," and raising her head back to look Arbellason in the eyes, "Still, you two will make excellent sources of food for my children. Guards!"

At her call, Princess Celestia whipped her rainbow-manned head around and started forward but a venomous glare from Queen Chrysalis stopped her mid-step. Her lavender eyes reflected a horror only she knew of and plea came from her, "Please. No!" The Queen, however, shook her head with a chuckle and, at once, three bulky changeling guards landed between Queen Chrysalis and the two ponies. Lilac was simply lifted into the air by the glowing, and twisted, horn of the Queen and was thrown sideways to clear the path between the three menacing changeling guards and the colt whose look of pure defiance mixed with apprehension shone clearly in his eyes.

Magic school, of advanced curriculums, touched upon the most complex of magic. It could not be denied, however, that the school environment of practical application was perhaps much too much monitored and sheltered to maintain the safety of its students. This, of course, meant that Arbellason stood no chance at all as the three formidable-looking elite guards combined the glow of their twisted horns and sent a malignant, spear-like shot at the standing colt. Both Lilac and Princess Celestia surrendered to despair when the magic burst exploded upon impact. As the smoke rose at the door, Chrysalis snickered, "Oh well, it seems that he was worthless, after all..."

But the Queen hesitated then.

A glimpse of something she did not expect glowed faintly before her and it were only moments later that the smoke cleared to reveal a sweaty-browed Arbellason with a sphere of dark evergreen matter surrounding him in a lattice of crisscrossing rays of opaque glow. It was for the first time, since the start of her well-planned invasion, that Chrysalis was intrigued. Impressive displays of magic were not new to her; after all, she had experienced the full and humiliating impact of one when the combined love of Shining Armor and Princess Cadence banished her and her troops from Equestria seven years ago. With a silent nod from her to the leader of her elite guard, the attack was renewed. Burst after burst, terrible blasts of the poisonous green, that was the evil magic of the changelings, were sent at Arbellason but had the protective shield he cast been a mere protective charm, it might not have withstood such blasts had he not attached its source to his own strength and stamina.

That strength and stamina, however, was not that of an Earth Pony and even that has its limit as every blast that met the barrier took its toll on him. It was a sight to behold, at first, when the colt stood his ground against the blows, almost inspiring hope within Lilac but that did not last many moments as his knees started to shake again and his hind legs buckled to the ground. At that moment, the shield flickered and an end was a certainty but a neighing screech issued, then, from within him.

Arbellason was enraged beyond any logical thought at the prospect of defeat. The tip of his horn glowed brightly at first, then started to cast bright green rays but a step forward was all that he took when a warm-purple, and thin, layer stopped his path and replaced the protective shield that had all but crumpled. His mad eyes searched all around for its source but, when his mind finally caught up with him, he looked down into the tear-ruined eyes of Lilac. It was she that ran before him when he screamed his mindless rage and conjured the deflective shield to prevent him from mindlessly attacking a queen of unparalleled magic. Both mare and colt looked at each other through the purple shield but while he stood there, stunned at what he suspected was her intention, her lips formed the word her tongue could not utter, "_Go._"

Arbellason stood rooted to the floor there for a few moments more as he gazed at her numbly but that made her scream at him, "Go. Run, Arbellason. Leave this place. Save yourself before all is lost!"

With her yells resonating through his ears, he turned his back at her and galloped out. A short scream and a following gallop told him that Lilac could not hold off the guards and that he was being closely pursued by them. Surrounded by the changelings in their own territory, he was greatly at disadvantage and so he ran fast and hard through the corridors, out to the castle's courtyard, and into the streets. The guards that stood at the entrance gaped, at first, when a bronze blur passed them but the shout of their leader, who was still on Arbellason's tail, moved them into pursuit of the runaway. Ruined houses and shops sped by and several blockades came across his path to the city's gates. Several times, he tried to use his magic to teleport himself elsewhere but a dizzying sensation, whenever his horn started to glow, engulfed his mind and told him that he had not the energy nor the stamina to do so and, in the end, he found himself at the edge of the city; a balcony overlooking the forest at the base of the mountain.

It was a lovely place, he knew so well from his solitary walks around the city, where many a romantic relationship bloomed but the balustrade on the edge was broken in several places and barely standing. The white marble had blackened marks at the broken edges and floor tiles; evidence of evil blasts of magic. Arbellason was panting hard when he reached the balcony but the tell-tale buzzing sound told him that he was no longer alone. Dread crept inside the jumble of his thoughts and hopelessness, for the first time, threatened at him.

Until the leader of the elite guard snickered.

A flash went through Arbellason's mind at that snicker; a flash of defiance and blazing anger that cleared his mind enough for him to remember to breath. On that balcony, Arbellason closed his eyes and took a deep breath. An untamed gust of wind played with his mane and felt to him as if to clear away the fogginess that engulfed his mind but his reverie was not allowed to last when the changeling leader yelled at the assembled changelings, five including himself, to attack.

At once, Arbellason's eyes opened and his glowing horn carried him a mere inch above the ground and instantly moved him sideways. Five shots of the wicked changeling magic crisscrossed just where he was standing but the changeling bullies, who were so engrossed in their own mean aura, gulped and took a step back when Arbellason turned his head to them to reveal blazing eyes. It was in that one moment, when they gaped at him in their fear, that his horn quickly glowed then brightly shone and a turbulent gust of wind swept the five of them and dropped them hard against a wall and, one by one, they fell to the floor unconscious.

Arbellason, never pushed beyond his limits before, allowed himself to close his eyes and rest his senses. He felt on the verge of losing himself when a buzzing sound invaded his ears again and, opening his eyes slowly, he saw none other than the Changeling Queen with an entire regiment behind her landing on the floor not far from where her elite guard and their leader lay out-cold. They all had the same menacing looks on their eyes as they cornered the exhausted Arbellason. Queen Chrysalis, after gazing with slight wonder at her unconscious guards, adopted what she thought was a motherly tone to her rather callous voice and spoke, "My, my, my. You're quite the specimen of latent magic... Arbellason, was it? Why don't I make you an offer that's simply too good to resist: surrender of your own free will, join my elite guard and I will personally make sure that you are made amiably comfortable." There was a small pause and, as they gazed at each other, Queen Chrysalis's cat-like eyes curved themselves into lustrous and bewitching bright jewels as she continued, her horn faintly starting to glow, "Though if you choose to refuse... well, I'd be rather heartbroken to say the least..."

At the innuendo, something shifted within Arbellason as he gazed at the entrancing green eyes. A certain feeling started to invade him; one he thought that he buried long ago. His breath became shallow and horror, for the first time since the day started, invaded him as he gazed into the glowing green slits of Queen Chrysalis. He was certain that she was trying to entrance him with her alluring words as her offer to him all of a sudden started to appeal to him. Truth be told, was it really such a bad thing to become a Queen's personal guard? Was it really so horrible to... become her lover?

"_Set yourself free. Vanquish your own demons..."_

These words crossed his mind and lingered for a sliver of a moment. He could not begin to understand what they meant nor remember who said them to him in the first place.

"_Set yourself free. Vanquish your own demons, brother."_

The same words whispered through his thoughts again but, this time, they were accompanied by the mental image of a gently-smiling face with milky, white eyes... those of a blind sister he said goodbye to before he left for Equestria. A tear escaped his eye when he tried so hard to hold that memory yet it was not meant to last as, with a tremendous shock, he returned to his own mind to realize that he had taken a step towards the Queen in acceptance.

His breathing quickened then eased a bit whilst his heart, which almost numbed at her bewitching words, twitched painfully within his chest. Cold numbness, that was nothing less than bliss to him, invaded his being once again yet, as he raised his eyes to those of Chrysalis', hers were fuming with rage. She knew, as she looked at the deep hazels, that her subtle spell was broken by a fiercer love that protected this colt from her charm but, as a the Queen who brought forth the end of Equestria, the rejection was far more than she can handle and so she reared on her hind legs and struck the ground hard when she came down on her front hooves.

At once, green fires erupted from her hooves in two directions that encircled the balcony upon which he stood. Arbellason was only allowed a moment of confusion when the green fires started to move across the edges of the white marble tiles of the floor and in his direction. His fears were ascertained when Queen Chrysalis spoke in a harsh and thunderous voice, "It was foalish of you to reject my offer, you little whelp! I would have made sure you did not suffer but now, it seems that your folly will be your own demise! Though don't worry; the one who has their faith in you will only suffer a small portion of your humiliation once we are through here!"

But what the mercilessly-laughing queen did not realize that she had touched upon the one sensitive issue that would enrage his heart. The fear she saw reflected in his eyes was so instantly forgotten and replaced by a fiercer one for the idea of Andromeda, his young sister, falling into the evil schemes of Queen Chrysalis enraged him beyond rational thought. At once, Chrysalis's laugh ended abruptly as the balcony started to shake with the glowing horn of Arbellason but his inflamed eyes opened wide in horror when he remembered the standard Form-Keeping Charm placed upon the city.

It was not long ago that he studied this particular matter in the class 'Modern History' when Princess Celestia placed one powerful spell above the city to keep its elegance and form intact and protected against the decay that befall cities with the passage of years. Of course, evil magic can be twisted to defy this spell and leave a nasty and blackened trace of destruction, which was what Arbellason so carelessly neglected to structure, in his burst of rage, when he intended to make the floor explode below the Queen's hooves and send her back where she came from.

The spell, so innocently cast by Princess Celestia many years ago, served to work as a protective shield for the city when the very floor below him violently shook and then exploded. Arbellason felt as if his very breath was knocked out of him as he was forcefully thrown backwards with chunks of marble flying all around him, into him and over the balustrade. With his heart beating fast and his thoughts in a race, it felt to him nothing less than a slow-moving dream when he lost the feel of the ground below his hooves and his body started to fall from the high mountain of Canterlot. It dawned upon him, then, that he truly was defeated; that there was no longer the hope for defiance against those who defiled the one home he had had since he left the sand mounds of Saddle Arabia to the green fields of Equestria.

As the forest sped in his direction, a simple thought passed through his fading mind that he still must survive; a thought that made a life's difference to him, perhaps, when a small sphere formed around his falling body that was all the strength he had left, before he was claimed by the oblivion.


	3. Chapter 3

For the first time in her life, Gold knew the life of a homeless. She knew it because she was forced to turn tail to her home in the village she had the loveliest times of her life in; forced to abandon her home, friends, and family behind with the only pony she managed to save walking almost drunkenly beside her in the haze of sadness that engulfed both of their hearts. They had spent a long time watching their homes being consumed by the ravaging creatures that were the changelings, but their departure was inevitable and a must when the sunset and the red, twilight sky woke them up from their terrible daydream and sent on their way into the darkness of the Everfree Forest.

So it was with heavy hearts that the two mares left their home town behind. Neither the pale orange nor the dark grey mare spoke to each other after their quick introduction as they staggered onward with neither a heading or direction for them to follow except for the one that lay southward, neither one of them could bring themselves to look the other in the eye without being reminded of what they have lost back home, so, in unspoken agreement, they had decided on heading north without having a true destination on mind.

But that was not entirely true; in both their minds, they have played with the idea of going to Canterlot when it was not longer than a day's worth of hoof-travel and even less so wing-travel, yet neither spoke this idea aloud. At that point, they feared to hang to any slight hope that might so easily pop, so the notion only remained an idle reflection behind the agonizing darkness that surrounded them. Another notion that escaped them was that they might have covered more ground had they decided to fly, but the sheer jarring reality of their lives felt like lead bricks tied to their wings, grounding them permanently. All in all, the whole world looked like a bleak wasteland beyond the surrounding forest.

Somewhere in the forest, however, Purple Shade stopped at mid-step. A caressing breeze kicked up a few dead leaves and brushed past the wandering duo out of the blue, and Shade, seemingly awaken from a trance, made her sudden stop and let her keen senses take over. She appeared to be waiting for a sign that she might catch through her ears that twitched back and forth in effort to catch anything beyond the slightest whisper of the wind-swept evening. Even her sense of smell seemed to be picking up something wafting in the air as a ghost of a smile snuck its way onto her muzzle.

Gold, looking at her companion who had stopped abruptly and was now several feet behind her, asked with a tilted head, "Hey! Are you ok?"

Dreamily, Shade turned her head forward again to look upon the mare that saved her. She appeared to have turned the rest of the world out and her gaze had such a purely-relieved intensity in it that took Gold aback, considering all that they have been through already.

She replied simply, "I know these woods. I walked right back home without even noticing!" That was all Shade managed to say before she her hooves began to guide her on some predetermined path.

"Wait! Where are you going?" Gold asked in a carrying whisper, fearful to disturb what she would rather avoid in this particular forest as she was now being led deeper into the woods.

Shade, however, did not answer. She just kept moving a bit faster than a trot in the odd eagerness that seemed to posses her being. Gold Star simply had no other choice; having no idea where the pegasus was going, she allowed herself to be led by the mare and fell complacently into line behind her.

Something caught in her ears. She was not sure, but it almost sounded as if Shade was whispering to herself, occasionally stopping and looking around her, seeming to make sure that she was following the right path to someplace only she knew. Gold watched with a sense of curiosity as to where the mare before her was leading them, letting her new found friend lead without complaint.

Gold's patience was rewarded, ten minutes of silent, light trotting later, when Shade paused at a line of underbrush that obscured the view beyond. Gold tried to see past it, but the overwhelming darkness of moonless night offered her eyes not much to see. It did not bother her much, for it was then that Shade turned her face back to Gold's with a calming smile that displayed her white teeth.

Gold finally asked, a bit hesitantly, "Why are we here?"

Shade, with the smile still implanted upon her cheeks for just the small glimmer of hope and relief she could offer, answered, "Because just beyond this fern line is my home!"

"Your home?" Aske Gold Star, blinking in confusion at the fern line that was not big enough in any manner to conceal a house or even a small cottage.

Purple Shade pulled her attention back, answering brightly, "Yeah, my mother raised me out here by herself. I'm sure she's still here, and if I know her, she'll have some supplies we can collect to continue on to Canterlot. Come on."

Gold would have liked to have asked more questions about Shade's 'old home', but the enthusiasm of the mare before her at the prospect of meeting with her mother robbed her out of any will she had to ask, and Shade, seeing the acceptance on Gold's tired features, threw the underbrush aside to offer a better view of the place in which she felt and experienced her first taste of happiness.

But, in that one instant, Gold went pale and her eyes widened in shock. As much as she wanted to run away, she could not. She was simply paralyzed in a fear that caught her heart like the cold hoof of death itself. Her fear-locked eyes were fixed on a cave before here, but to her, the cave was like a giant gaping maw of a creature made entirely of stone. There were even a few stalactites and stalagmites at the front of the cave that so much resembled gnashing, razor sharp teeth with shadows that danced along the top of the formation to form dark, hollow eyes of nothingness; enhancing the frightening hold this creation of nature imprinted upon Gold's quivering heart.

Purple Shade was still smiling and about to enter the cave when a glance sideways made her double back. She could not understand what made the pony seem so frightened at first thought, so she asked, "Um, are you alright? You don't look so good." But the mare simply did not seem to hear the question, so Shade asked once again in a raised voice, "Gold! What's the matter? Is something wrong?" For certain measure, she followed Gold's gaze deep into the cave to see if she had missed something that might have frightened her companion.

It took her several moments to show any response, and when she answered, it was with a shaky voice that she spoke without taking her eyes off the cave and it's formidable-looking entrance, "Y-yeah, your home isn't that d-deep, dark cave... is it?"

"Huh?" Shade intoned as she looked from the cave and back to Gold. seeming to not quite get the cause of Gold's distress, so she supplied uncertainly, "I know it really doesn't look like much... Mom lives out here and likes to collect herbs." Purple Shade had such a reassuring smile as she turned her head one way and the other in her search for her mother, "She used to live in a village somewhere but she left it... I am not sure why but I think it... has to do with her manners..."

Distracted from the formidable view of the cave's entrance, Gold asked, "Because of her manners? How do you mean?"

Raising her head and looking back, Shade spoke with a bright glint to her eyes and a slightly-raised voice, "Don't mistake my words for something else! Her manners are not the problem... she is the most elegant and refined pony I ever met."

"Then what is it? No, wait!" Gold shook her head at her insensitive question and supplied, "Don't answer that; it's intrusive and rude to pry into your and her personal affairs"

But Purple Shade chuckled in return and shook her head, "Don't worry; it's okay. Mom doesn't have the same view on personal space as others. When I first met her here in this forest, she just walked up to me and rubbed her head against mine. It was her way of saying 'hi' because she can't speak correctly. I guess some ponies do not like being intruded upon the way she does... Which is only a shame, because they only get to miss what a lovely pony she is!"

It was the longest speech Gold had heard from Shade, and she could not interrupt the silence that followed. The depth of the emotions she could feel coming from Shade towards the inhabitant of the cave made it seem less scary to her and she even amazed herself when she caught herself thinking of getting inside and paying the motherly pony a visit. Indeed, encouraged by the curve of Shade's lips, Gold was smiling at the devotion she heard in the mare's voice for her mother.

But her smile faded when she realized that the glint in Shade's eyes was not one of bright memories passing through her mind, but of unshed tears that accompanied the tender smile as she continued, "When I first met her, she wouldn't let me sleep by myself. I was... Cold; cold at heart when I first came here. I was shunned from my home because I am different, and she just took me in and would lay on the ground next to me when it's time to sleep. Everything I am today is because of her generosity to the outcast that I was."

Gold Star simply had many questions to ask. The few words that slipped Shade's tongue hinted at a past that was... painful, and Gold was simply against anything that caused ponies pain and heartache, but she was thankful that there, somewhere deep within the forest, was a mare with a heat to take a pony not even her child and chase away the pain that haunted this mare's life. Moreover, Shade seemed quite incapable of holding her sad emotions for long, for she exposed her white, sparkly teeth in another smile.

"So, don't worry. Knowing her, I'm sure she'll be more than happy to welcome a new guest. I'll bet she even has something to help you out, you really look awfully pale."

Gold could only wistfully nod in response. She was still not entirely listening to the other mare but knew she had at least give some form of response. With much hesitation, she took a hoofstep forward, encouraging herself, Come on, Gold, it's just a cave… A cave that could have another one of those things.

Gold Star tried to coax herself into braving her fear, but that was a greater chore than she first estimated, and harder still was the effort she spent to not outright scream her fright and suffer under fits of uncontrollable shaking.

Shade, on the other hoof, was quite oblivious to all of Gold's hardships; already she was at the mouth of the less-than-homey looking refuge. Still wearing a pleasant smile, she gazed upon every little crack and crevice that made the cave unique in its own way. As with all caves, of course it was a little dank and sometimes carried in a bit of a draft during the winter months, but she could have cared less about how it looked; she would still call it home no matter what because Ta-aa made it so to her. The happy days she lived in this cave flashed across her eyes like a film and even the gentle fragrances and herbal scents that she had come to associate with her mother seemed to linger in her nostrils no matter where she went.

With an expectant smile upon her face, Purple Shade tapped her hoof against one side of the cave's entrance as if it were the front door; a little habit she picked up for when she would return home from her strolls and visits. "Mother, I'm home!" Shade called out pleasantly and listened to the echo reverberating off the interior of the hollow, but the echoes ended deep within and no answer came back. She waited, more time passing in silence, and Shade started to feel worried.

A bit odd, Purple Shade thought. Her mother must either be outside collecting the rare herbs and flowers that blossom under the light of the stars or fast asleep inside from a long day's work.

What gnawed on her thoughts as well was the the absence of the torch that always lit the cave's entrance to guide those who might find themselves lost within these woods but Purple Shade finally pushed these paranoid thoughts to the back of her head with a mental shrug that her mom might have been too tired to relight it tonight. She was worried, yes, but she decided to disperse her worries by crossing the threshold and going deeper into the cavern to search for her mother.

Gold, on the other hoof, lagged behind, very far behind. Despite her earlier resolve to act neighbourly and meet the mare's mother, she could not set one hoof closer to the place that was, to her trembling thoughts, nothing less that a death trap. Her silent horror increased almost tenfold as she watched the midnight black mare disappearing into the bowels of the omnipotent darkness of the cave. She wanted to cry out to her, shout for her not to go in but she otherwise held her silence. A terrible wave of nausea washed over her and made her sway on her hooves; she just could not stand to look at the place any longer and averted her eyes to the ground. The cave was still there; she did not fool herself by thinking otherwise, but the aversion helped to fight the more potent effects of the fear that gripped her.

Taking one deep breath after another, Gold managed to hold herself steady and not spell her stomach before her. She decided to try focusing on something else. She examined the ground, picking out every little piece that lay in the dirt; a pebble, a few dried out leaves, a hoofprint...

"A hoofprint?" wondered Gold in a loud whisper. It was not strange at all to see a fresh hoofprint but it seemed a bit odd for the mark on the grass to be leading outside instead of inside at such late hour. Again, not a strange occurance but there were even more not far from it going in the same direction; more than what would suggest a place being as isolated as Shade suggested.

Cautiously, she continued to follow the trail that led into the woods and felt a twinge of apprehension. With the new-found sense of anxiety taking hold of her mind, Gold reluctantly trotted forward to get a better few of the scene.

There were well over a dozen sets of prints, some even a bit dug in or scuffed up, as if there was skirmish. "What happened here? What became of you, Ta-aa?" Gold whisperer, speaking more to the hoofprints than to herself, wondering if they would somehow answer back and yield their secrets. She moved around in search for anything that might guide her thoughts to the truth.

On closer inspection, she found a small number of broken twigs and even what looked like an extinguished torch a couple yards away near the tree line. Daring to get just a tiny step closer, something that gave off a faint glint caught her eye in the dirt. Brushing away the debris, she found something she thought she'd hope to not see for a very long time. It may have been only a piece, but the fairly translucent wing tip of a Changeling lay before her like a poisonous snake baring its fangs, ready to strike and sweep everything away into it's darkness.

• • •

Deep within the cave, Shade walked until she reached the end and took a sharp turn to the right. The candles were lit to illuminate the interior; it was basically a giant burrow in the rock formation, but Shade never saw it that way. In fact, she had taken a liking to see it in a different way. Off to her left was the 'bedroom'; a fresh pile of grasses used as bedding marked the area where she would sleep. Just to the right of that was the 'living room'; marked by the picture frames, ones that her mother had made herself, sitting atop of a couple boulders carved into stands. Directly in front of them were makeshift cushions of grasses to mark the entirety of the living space.

Set squarely in the center of it all was what she knew as the 'dining room'; the hoof-carved, lacquered oak table sat just as pristine as the day her mother carved the thing herself. She always wondered where she had learnt such a wide repertoire of skills to craft such things to make their humble, little hovel into a more cozy household.

Now that she thought about it, Shade had never really thought to ask, a small pang of regret catching her by surprise. Indeed, now that she thought about it, there were many things that she should have asked about. Ta-aa was the mare that brought out the best of the pile of sadness that she had been, and she should have made it a priority to ask her silent mother about her past, so she resolved that she would do so as soon as she could. At the moment, she came back from her little stupor to check the rest of the lodgings, feeling quite disconcerted that her mother had yet to shown herself since she arrived, Purple Shade digressed as her attention was brought to the far right wall of the cave where the 'kitchen' was.

In that one moment, the cave felt a lot colder than it should have; Shade had to double-take just to make sure she was not dreaming. There, lying just above the water basin was her mother's favorite lime-green mere sight of that headband laying there all by itself caused greater alarms to sound in her head than the ones she had earlier that day. A mere gaudy trinket to anypony else, the headband was a precious possession that Ta-aa cherished. That was what left a glaring fact that Shade repeated her mind: She'd never leave the cave without her headband. So why was it that she was nowhere to be found when the headband was still there?

"Mother?" Shade called out, her voice almost hitching, "Mother!" But no reply came to either of her pleas. This wasn't right, this wasn't making any sense. She tried to fight back tears as she cried again, this time loud enough for her voice to reverberate off the cave's interior. "Mom, where are you?!...MOM?!"

In the meantime, outside the in the woods, Gold had just found another piece of a Changeling's iridescent wing wedged in the dirt. She didn't like the looks of this, she was absolutely sure that the pieces of the wings belonged to a Changeling. She needed only look at the thing to hear the errant drone of the flying menaces and their menacing laughter.

Gold looked toward the cave where her companion had so casually waltzed into without first looking around. For all she knew, the Changelings had already been here, or even worse, they were still there. Gold had to warn the other mare, but just glancing in the general direction of the cavern sent an icy chill down her spine that prevented such action. She would most likely have to shout from the mouth of the cave to draw Shade out to meet her, but just before she could build up the courage to move closer to the cave opening, a hollow echo came from the dark abyss.

"Mom, where are you?!...MOM?!"

With that terrified call, Purple Shade burst from the darkness looking as if she had just witnessed the invasion of Ponyville all over again. Gold tried to approach her and calm her, but the midnight mare merely sidestepped her and dashed about in a frenzied, somewhat vain search for what Gold suspected was lost as well.

She had a lime green headband firmly clenched in her teeth, but that did not lessen the note of distress in Shades voice as she cried, "Mom! Mom, where are you?!"

It was the most desperate, heart-wrenching plea that Gold had ever heard in her life. In many ways, she could relate more than well-enough to the anguish the mare before her felt; had she not, too, lost family in the attack that ripped them both from their loved ones? It was like watching Shade witness the events that unfolded herself once again... having no way to prevent it even now.

With a heavy heart and the knowledge that it was only a matter of time before harsh reality asserted itself against the grieving mare, Gold did the only thing she could do. "Shade..."

But Shade shunned the call to her and persisted in her forlorn search. Gold took a few steps closer to the mare until she blocked her path and looked deeply into her eyes, "Shade, I know this is difficult right now but y-"

But Shade pushed past the pale yellow pegasus, cutting her off as she desperately tried to hold at bay the onslaught of sorrow, "No, don't say that! S-she's here! She's just getting more water from the river." But she only sounded like she was trying to convince herself more than anything.

Gold, on the other hoof was not about to let this self-inducing anguish continue. "Listen to me, Shade," Gold reasserted herself, "I know you don't want to believe it, Shade, but I... think your mother might already be beyond our reach. Look!" Gold had already brought forth the pieces of iridescent wings and carapace-like armor that she had been carrying, "I found these scattered around, along with a bunch of hoofprints dug into the ground..."

Shade's eyes welled up, a shaky hoof reaching out to the evidence gathered against her hopes.

Gold could already see her words sinking within the mare's heart in the tears that she shed, so she amended, "I'm sorry, Shade."

The walls came down with these simple words. Every kindling of hope was extinguished and all that remained was a weeping mare burying her muzzle into the only welcoming hooves for miles. Gold, who felt at heart everything that pained the younger mare, could only offer soothing tones to calm her devastation as she wept like a foal. She could not judge her for falling apart at such a stressful time. Indeed how could she do anything apart from sympathize with the distressed mare's plight; her mother, and possibly her only relative, was now in the hooves of creatures so vile that they made Nightmare Moon's revival look mundane.

But Purple Shade was not only crying her loss; she seemed quite adamant on blaming herself for everything that took place in the course of this infamous day. She spoke between her gasps and sobs, "It-it's all my f-fault. If-if I were here, I could have- I could have..."

For the second time in this day, Gold was forced to be the strong one. It was not by any means uncommon for her as she was a mother, for a great part of a mother's duty was to take the sad and quivering hearts of her children right into hers when she, herself, wanted to surrender to the despair like what had engulfed her since the loss of her village, home, and children on this fateful day and cry until her eyes dried.

So it was that Gold, with a steely tone to her voice that she adopted to hide the troubled myriad of emotions swirling within her, spoke firmly, "Shade, it's not your fault."

"Yes it is! I could have saved her, if I was here-" persisted Purple Shade stubbornly, but her words were cut by Gold's.

"If you were here, you would probably be in the hooves of the Changelings right now! You and your mother would be lost together in what horrible fate she suffers now!"

"B-but what if that's not true...What if I was here and saved her?" Shade persisted, though feebly this time, as if the events of this day finally caught up and took their toll upon her body.

Yet, at her question, Gold held her breath. Similar words had passed through her mind as she left Ponyville, her home and her family to escape with a complete stranger: What if she had made the decision to remain in the town? Would she have been able to escape with her family and maybe even save others as well? Would she have been captured had she stayed? And where would this mare be, for that matter; had it not been for Gold?

She would have been spirited away like all others, Gold thought to herself.

Gold's tearful eyes closed as these simple words passed through her mind. Saving Purple Shade was the hardest decision that she had ever faced in her life, and she knew she would never be able to live with it unless she was able to make it count for something. She had wondered ever since the attack, as she bolted from Ponyville with Purple Shade fast on her heels, if anypony would save her children just as she had saved somepony else's child. She would have felt overjoyed at the prospect of having her children returned to her, just as she had brought this mare to her mother... Or she would have, had the evil hooves of the changelings not reached Ta-aa first.

In the time that Gold was having her mental debate, Shade had been staring up into the other mare's face, waiting for her answer. The great pause did not bode confidence, and Gold caught the deteriorating flicker of the final hope left in the young mare's eyes, but she would not let that final glow of hope fade away into the darkness because of her.

Walking to sit right next to Shade, Gold placed one wing around her shoulders and spoke in a her gentlest voice because, at this once, she did not have to force it, "Shade... I believe this is fate's way of telling us that this is our second chance at setting things right. Our survival might seem like a stroke of fortune, but we did survive. We must make this count for something. Had we stayed in Ponyville, or had you stayed here with your mother, we might not be here right now. I promise that we will save our families, we have to. Do you know why?"

"Why, Miss Gold?" Asked Shade with a sniff.

And, with her most winning smile, one that defeated the stubbornness of any foal that ever came before her, Gold answered, "Simply because there is no other alternative." With a chuckle, Gold chided, "Oh, and in the future, just call me 'Gold' like all my friends do. There is no need for formalities between us now."

Shade sniffed, but she also gave Gold a watery smile in return; accepting the terms of the new friendship that sparked between them.

It had been a hard and exhausting evening for both of them. Old wounds still so fresh had been reopened, and now they would have to face a new challenge: coming up with their next move. In all honesty, they wanted nothing more than to just quit and find a relatively peaceful shelter, but they could not risk remaining quite so near to a place that had just been attacked and robbed of its one inhabitant. What was more is that there was no telling if the Changelings were still around, searching the area for more victims, so both mares agreed to leave the place that was Shade's home.

Just as they started to move and re-enter the forest, Shade yelled, "Wait!"

At the shout, Gold nearly jumped into the air in fright. When she realized that it was not something dangerous, she gave Shade such a withering stare that made Shade smile sheepishly and flash white teeth in apology.

"Sorry. Let me just go get something quick."

And before Gold had time to argue against the other pegasus' decision, she disappeared into the cave. Once again, Gold cringed slightly at having to watch the young mare delve back into the less-than-homely looking home.

Gold waited, her heart starting to reach a faster tempo with each passing second. As much as she wanted to go in to make sure her companion was faring well, her deadlocking-fear would not allow it. In the end, she was forced to wait in solitude for the time being, however excruciatingly painful it was. She shuffled back and forth on her hooves, hoping that every shadow that flickered beyond the cave's entrance was Shade and not some inexplicable evil waiting to ambush her just as it had many years ago.

Gold Star shook her head; she was edgy as it is without the added memories to magnify her plight, yet one minute passed and then another. Two went by, then five, and still no sign of Shade from deep within the bowels of dark cavern. Gold bit down hard on her lower lip; she did not like how long it was taking, but just before she could start screaming at the top of her lungs, as if on cue, there was the dark coated pegasus mare emerging from the cave with no discernible injuries, not even a scratch. Gold let a breath she had not realized she had been holding and trotted over to the other mare with a only a trace of annoyance in her tone.

"Thank goodness you're alright. What took you so long?" Gold Star demanded.

Shade flushed with embarrassment and mumbled apologetically, "I was getting a few supplies." Then she showed off a somewhat-worn saddle bag she had securely draped over her back before speaking on, "Mother always keeps a few saddlebags packed with essentials after the last few ponies that ended up here got lost in the woods."

Carefully unclasping the front buckle on the bag, Shade sifted through its contents until she retrieved what she was looking for and took it out to show Gold. There was a hoof-drawn map of the area, a compass, a set of fire-starting tools, a hefty length of rope, and a half dozen pieces of fresh fruit.

"She always used to tell me, in her silent way, that the woods were like a maze to the wingless." Shade mirthlessly chuckled at her own joke as she gazed fondly at the trace of her mother's hoof, "Mom always marked out ponyville so travelers could find it easily on the map."

Turning her head at Shade's, Gold spoke gently, "She sounds like a wonderful and caring pony."

"She was the first pony who cared about me for who I am." Shade nodded, nearly crying again as she started to stuff the supplies back into the saddlebag with precision. Gold stood amazed at how the small satchel-like bag could fit so much, but while Shade was hard in her work, Gold caught the faint glimmer of something lime-green before disappearing behind the rope and food. She now knew exactly why the saddlebag was so important, and not so much for the supplies themselves. She held herself against objecting to the extra load; she could only guess how valuable it was for Shade to keep a token of farewell from the one home she had with the mother whom she might never see for a long time... If ever.

As Shade rose and swung the saddle bag across her back, she avoided Gold's gentle gaze so as not to show the troubled thoughts that still haunted her, but Gold proved such a perceptive companion as she walked in front and gently instructed as she entered the darkness of the forest's canopy.

"Come on, Shade. We need to get to a safer place"

"But where to?" Purple Shade asked. She had her head slightly lowered and stretched forward while her star-reflecting eyes looked up to Gold Star; giving the impression that she looked up to older mare as if she were some form of leadership figure.

Gold, blushing slightly from a reverence she'd never had except from her children, suggested, "To Canterlot. I have been mulling over this for a while since this is a country's crisis. It's a few hour's run to the East and I..."

At the silence, Shade saw a troubled look within Gold's star, so she voiced the suspicion that was growing within her as well, "Do you think that the Changelings... reached Canterlot?"

Much too quickly, Gold responded with a shaken chuckle, "No, they didn't manage to take control of it several years ago. Besides, it would be safer there with the princesses and all. Come, We have a long way ahead of us."

Shade saw the doubt written clearly upon Gold's features, but she decided to drop the discussion. She only had hope, after all; that, and the company of the mare who now led her away from her beloved home into the wilderness of the forest.

-o0o-

The two pegasi, Azure and Wind Scribe, streaked over the treetops making a beeline for the tallest peak of the mountain range ahead of them. They had been flying for the past few hours, constantly on alert, heading for the northern border of Canterlot.

"Can we... stop for a moment? I need to... catch my breath...," Wind Scribe managed to pant out.

"Sure... I need to... as well," Azure responded in a similar state.

Simultaneously, their gazes turned downward as they scanned the wood below for an easy place to land. Quickly enough, they came across a clearing with a few large boulders, landed with the ease of well-accustomed fliers, and sank to their haunches, breathing hard.

"Oh man, my wings are aching," Azure tentatively gave his wings a flap, feeling the tired muscles protest to the abuse, and panted, "How long... have we been... flying?"

Among his various studies, Wind Scribe learned to attune himself to reading celestial bodies for an accurate read on time and location during flights. With a sigh, he managed to deduce the current time and came up with an answer.

"A couple hours... Three, to be more accurate. I believe we're just about to the northern border of Canterlot so I think we can take a moment to rest."

"Way ahead of you."

The light blue pegasus flopped to the ground. He relished in the relief of his wings lying limply by his side, letting them have the rest they deserved. Opening one eye, he watched Wind Scribe do the same, though in a little more dignified fashion.

From his position on the ground, Wind Scribe observed a line of ants scurrying back and forth along a path they had predetermined, however long ago that was. For a moment, he was content to just watch the blissful ignorance of the simple creatures carry out their life jobs, but this trail of thoughts led him back to his; to the job and life that were stolen from him so swiftly that it had jarred his very soul. How he wished for this blissful ignorance himself, to never know this tearing feeling tugging at his heart... it was all he wanted at that moment.

Azure glanced sideways at the gray-coated pegasus to his right, an empty, solemn stare into space dulling his green eyes that Azure felt that the despair emanating from the stallion was contagious. he simply had to pull the older stallion out of what pool of misery he was sinking into, so he spoke, albeit loudly, "Hey, Wind Scribe. You okay?"

It was a flimsy question, but it was talk all the same, and it did seem to bring Wind Scribe back to Earth, for he shook his head a bit and turned towards Azure, "Huh, did you say something?"

Wind Scribe forced his lips to smile at Azure while the latter tilted his head slightly. He could tell that the young pony saw through the calm facade he tried to implant upon his face, and the question that was asked confirmed this.

"You look worried... are you okay?" Again, Azure felt that his words and entire tone were feeble and out-of-place, but he voiced them anyway. He had learned from his mother that ponies always felt better when they talked to listening ears about what troubled them. He was thankful that he'd made sure to memorize this very lesson, because Wind Scribe's eyes started to shine a bit through the dullness that invaded them.

"I'm fine, young'un," he said, trying to smile harder brighter, but the stutter that interrupted his word betrayed him, "I just- I just wish this was all just a dream. The Changelings, Cloudsdale, I feel like I'll wake up any second now in my bed with just another pleasant day ahead of me."

Azure's ears folded back in resignation; a gleam of understanding on his young face, "I know, I was going to ask this one filly out tonight—" Azure cut through his words quickly, realization dawning upon him as the words left his muzzle, and a harsh blush soon followed.

Wind Scribe chuckled at the Azure's reaction to his own words; being one that also understood love himself, Wind spoke gently to soothe the shy airs of the colt, "Trust me, there's nothing shameful in thinking about a mare in that way. Tell me, who's the lucky lady?"

Azure wanted nothing more than to bury his head in the ground rather than talk about his love life, what little there was. After all, this small detail was a deeply-hidden secret that not even his best buddy, Frosty Mist, knew of, let alone to a complete stranger. Feeling cornered and with no hope to escape the explanation, he ventured on hesitantly, "Her name's Daisy Chain. She's a pegasus that worked in the Rainbow Division back in Cloudsdale. She's unbelievably cute and a lot smarter than most ponies give her credit for. She was the one to cut down the scheduled work time it takes for rainbow fermentation by nearly an hour."

Wind Scribe was honestly impressed by this. Like many colts of this young age, Wind Scribe expected some form of blind crush on some scatter-brain pretty pony, but what was just confessed before him gave Wind Scribe a glimpse at what it was it that Azure saw in this mare.

"How about you, you have a special somepony?" Asked Azure, a bit too innocently.

Wind Scribe smiled at the question that was meant to reflect back on him. He decided to give the colt enough mental space to breathe easily and regain his usual blue color back by answering, but the mere thought of the answer almost made him cringe back, "Yes, I have a wife. Her name is April Showers, and my two kids are Rosewing and Greendaze. They are the most important ponies in my life..." But the remainder of his words were only audible to Wind Scribe in the confines of his thoughts, "... And I hope they are ok."

Azure could see that the conversation was drifting toward a touchy subject; the lines of heartache creasing the older stallion's face, so Azure backtracked to a safer topic, "Uh, so you mentioned on the flight that you worked in the archives, right?"

The change of topic was apparently much appreciated by the older stallion as he dropped back into the exchange, "Yes, the 'Cloudsdale Weather Archives', grand weather anomalies division."

"Wow, that must pretty interesting," Azure replied enthusiastically; doing his best to keep them from straying down darker matters.

"Not like most ponies would think." Wind Scribe replied casually, "A lot of documentation and revisionary tasks and such. Though I love to read up on flight charts and Equestria's weather history; I once was hoofed a scroll that needed a revision on the 4th century hail storm of Trottingham that nearly wiped the city off the face of the map. Back then, practical weather manipulation had not been perfected to the degree it is today, so pegasi were only able to guide small fronts of storms at a time while larger storms were left to their own accord."

Not wanting to elaborate more on that particular part of history nor the documents that detailed it as it brought acutely back the memories of when he first met his wife while searching for those files, Wind Scribe asked, "Tell me, you said you have a family in Canterlot?"

"Yes." Answered Azure. "My twin sister's a unicorn. She got scholarship to Celestia's School for Gifted Unicorns. My mom and dad were thrilled when she got it..."

"But you weren't?" Wind Scribe prodded, lowering his head slightly to gaze up at the troubled eyes of Azure as he went on, "I know it's selfish, but I... I didn't want her to leave. Of course, I wasn't going to keep her from her dreams so, after she left, I tried to keep living life as if everything was normal at home but... It was anything but normal. Finally, after almost two months, I couldn't take it anymore, so I took leave from my parents, packed up and left too."

"At first, I left for Canterlot." Azure continued after taking a deep breath, "Of course, I was able to see my sister up at the school, but it was really hitting my wallet hard, so I had to leave. Not much later, I managed to pick up a job at the Cloudsdale Weather Factory and found an apartment nearby. It wasn't too bad and I could go visit my sister every now and then when I saved up enough Bits. I finally felt like I could settle down, at least for the moment."

Wind Scribe could understand the young stallion's words better than he knew, so as the silence stretched on, he volunteered to continue the conversation, "I was a lonely child once too..." He did not want to fall back into the dark silence of his thoughts after the loss he suffered with the fall of Cloudsdale, so he went on, "And my family is all that I had… have, I mean."

"Oh, don't worry." Answered Azure, a bit too cheerfully to be entirely convincing, "It's gonna be alright. Once we reach Canterlot, the Princesses will take action and restore Cloudsdale. I'm sure of it."

Wind Scribe smiled in return. He appreciated the young colt's efforts to cheer him up, but he admitted to himself that he, as the older pony, should be the one to do the cheering business, so, to take the dark thoughts off his mind, he suggested, "I know we haven't rested enough, but we best not stay here much longer. Those things might be looking for any stragglers they missed."

Azure nodded eagerly in return; quite happy that the older stallion took the lead as they oriented themselves towards the east and took off. Talking was better than sitting down in silence, but flying was even better for their morale, but they were not back in the air for long before they were taken unaware and attacked.

"What the hay?!" It was Wind Scribe that caught first sight and felt a surge of adrenaline hit his system as he took a sharp bank to the left to avoid a direct collision as Azure, on the other hoof, slowed down and turned to watch the incoming fireball.

"I think that's... It is! Oh shoot, look out!" Azure yelled as the fireball blazed forth and started a tight arc just overhead. The fireball followed Wind Scribe adamantly as if determined to set him on fire, the scene putting Azure into a trance. Wind Scribe flew in tight turns, short banks, steep dives and everything Azure knew of flight in his young life. Indeed, had the older pegasus not been quick and perceptive enough, he was sure that more than a few feathers would have been singed until the odd fire ball came to hover right before Azure.

Wind Scribe felt a moment of fear for Azure as the fireball flapped before him and wondered at that moment, flapping? He thought, Is that a bird?

Wind Scribe slowly flew closer, and, as he did so, he noticed that the fireball was not round at all, nor did it resemble anything comet-like, but had wings and a beak. Further, closer inspection proved it to be a large, brightly colored bird, so he asked, "What is it?" and watched in awe of the light streaked avian.

"It's Frederick." Azure replied simply, his eyes wondering at the bird that chirped before him.

"Frederick?" Wind Scribe asked, "What's a 'Frederick'? I never heard it!"

Azure was pulled out of his reverie and chuckled while he answered, "It's his name. He's a phoenix… my sister's phoenix."

The species of the creature finally clicked in his head. "Your sister has a pet phoenix?" asked Wind Scribe with increasing awe, "Your sister has a phoenix?!"

The phoenix in question hovered gracefully between the two, cawing in a voice that was somewhat between a melody and a natural flow of the air itself while Azure answered with a small smile, "Yea, well... technically, he has her."

The light play at humor was lost on the older stallion as it was an inside joke that few knew, so he went on, "What I meant is that she found him when we were camping one time. He was only a chick when we found him and looked almost too sickly to do anything about. Though we stayed there a couple days after my sister pestered my father into taking care of the little guy, at least, 'until his parents came back'. Of course my sister knew how to twist a hoof to get what she wanted, and after taking care of lil' Freddy here, he followed us all the way back home. She's taken care of him and they've been inseparable ever since."

"That's...actually pretty amazing, I thought phoenixes were nearly solitary creatures," Wind Scribe noted as he watched the fiery bird preen aimlessly through the golden feathers of his plumage.

But what was first mistaken as a random feather care, proved to be something else entirely, for only moments later Frederick held out a folded, and somewhat slightly charred, piece of paper for Azure in his beak. The gesture appeared thoughtful, at first, and Wind Scribe couldn't quite tell what the bird was doing with a scrap of paper in its talons, but the falling rays of sun silhouetting the faint crease lines showed him the dark outline of a letter.

To Wind Scribe, it appeared that this day was not going to end its list of surprises any time soon, so he asked incredulously, "What? Your sister trained it to carry letters?"

"Oh, no," Azure laughed slightly, taking the folded piece of paper in his hoof, "She never trained him. He sorta' just... volunteered to do it."

"So let me get this straight," Wind Scribe counted on his hoof, "This phoenix, which belongs to your sister who acquired the said phoenix after giving it some care on a camping trip, just happened to decide to be your sister's pet? Decides to deliver letters just because it wants to?"

"Eeyup," Azure said in a mock farmer like imitation for no apparent reason; feeling a bit frustrated with all the questions that carried the hint of incredulity and started to unfold the folded paper. As soon as his eyes had absorbed its contents, his expression plummeted faster than a pegasus robbed of its wings. A single weary breath escaped him.

It felt like an icy breath of a hopeless winter that froze the blood through Wind Scribe's veins when he felt the change that just descended upon the colt. He barked, "What? What is it? What does it say?"

"I don't think..." Azure choked out, his eyes moving up from the page, "I don't think we're going to be able to get help from Canterlot," Azure finished. He appeared to be very near to a fainting spell as if the world had just ended in a blaze of cleansing fire.

Wind Scribe took the paper into his hooves, smelling the faint traces of burnt parchment wafting off the edges of blackened paper. He would have reprimanded the phoenix for such a shoddy delivery, but he held the snide remark as he saw a single word written across the center of the page. It was obviously rushed, yet somehow still a neat calligraphy for all intensive purposes. A single word that encompassed all his fears since he had left Cloudsdale:

_Changelings_

-o0o-

"Where did the moon go?"

Night time was always the loveliest time for foals. It was at night that they built glowing castles and great ships sailing the dark seas of the star-studded sky. For the lone filly who raised her head to discern those stars she so much loved through an open batch in the canopy of the forest, they were no more fascinating without the great white orb that lit the dark-blue carpet that was the night sky.

Tired and hungry from a long day's trek, the lone unicorn filly slumped down on her belly at the foot of the river shore, the gravel shoreline crunching underneath her as she let a tiny saddle bag, bulgy on one side and flat on the other, slide from her back. Her name was Snare, a unicorn filly of six winters that might have blended well into the darkness had her coat been a bit more darker than the sky-blue one she had. Her eyes were heavy yellow that otherwise made her appear older than her true age.

Her thoughts, as they have throughout the day, ran in circles; constantly switching from her time in the forest, to the incised yells that clawed at her ears then the ultimate decision that led her to the very spot she sat at now and back again. She no longer wanted to cry, nor could she cry had she had the urge to, for all her tears were long gone, leaving her eyes feeling as if they had sand in them, and she no longer cared if she wanted to be truthful to herself. Looking up at a starry sky might have offered her a little peace to ease her mind and settle her down for a moment before she had to find some shelter for the night, but no comfort came to her this once as she raised sad eyes to the sky to wonder, for the thousandth time, "Where did the moon go?!"

Snare always found the night canvas to be a beautiful sight no matter how many times she looked up at it from the small window of her bedroom. All the stories her parents used to read to her, about the princess of night and how the said princess would carefully craft and weave the twinkling jewels into sky for everypony to see, flooded her mind with bliss despite her sickened heart. Snare remembered all the times she would stay up past bedtime just to gaze upon the blanket of stars, tracing shapes and inventing stories with the sparkling ponies her eyes and imaginative mind created; how she would eagerly await the setting of Princess Celestia's sun to make way for the soft glow of the moon; announcing the start of another magical night to dream of and sleep peacefully under.

Among the countless stories she knew by heart, one story in particular had always caught her attention; the tale of Nightmare Moon. Snare would scoff at the idea of a boogeymare that wanted nothing more than to plunge the world into an eternal darkness, just as much as that it was Princess Luna herself that had vowed such a claim. Not her!, Snare would shout every time she heard this particular story, not the princess of the night! For it was an impossibility as far as she was concerned that such a benevolent ruler, much like her sister, would be so mean. Indeed, whenever she would hear any foal slandering Princess Luna with that 'deceitful story', she would go in on a quarrel with them to defend the princess she so much wished she would meet one day.

How could she be so evil, after all, her nights were so gentle and her moon cast its silvery glow upon all of Equestria as it journeyed upon the trail of stars in the heavens, unlike the horrid stories of Nightmare Moon. Snare raised her head to the sky above searched, for the hundredth time this night only, for the moon. She couldn't help but wonder at its absence, and if the slanderous stories she heard about Princess Luna were not far from the truth. After all, the moon should've been on high, proudly embodying her radiance in the night sky.

But all of that was irrelevant now as far as Snare thought at the moment, none of that truly mattered. All that she could think about was where she was going to find shelter for the night. The forest she had emerged from offered little in the ways of true shelter, and the constant echoes of wild animals deep within the forest shifted the little filly's mind into unease. The river bank was a nice spot, and the tickling sounds the river made gave her a sense of security, but she was still smart enough to know that she should never leave herself completely exposed to the elements at night. Looking downstream in hopeful search, she saw nothing that even remotely looked like shelter and let out a heavy sigh of defeat. "At this rate I'd probably go around in circles..."

She looked up to the sky again, calling upon another memory of her past. The memory was of one of her most favourite stories. A story she once read that said that Princess Luna would sometimes glide in a fierce glow like a star cast across the sky. These were known as 'shooting stars', or 'wishing stars', the story said, and on most clear nights, once she found out about them, Snare would look to the sky in hope of seeing one that nopony had made a wish on already.

Of course, these stars were few and far between, or so the book said, but this never deterred her from trying to find one and make a wish, so she looked up at the night sky once again in hope that tonight would be the one that she would catch a star shooting across the sky. One, two, ten minutes passed in silence as the young filly gazed at the starlit sky. She so much hoped she could see a star gliding across the sky so that she could whisper her dreams to it, but none came to view no matter how hard she gazed. "Luna must be busy tonight." thought Snare, her will surrendering and her resolve fading. Indeed, Snare was about to rise to her hooves and pick up her single possession when it suddenly happened. Her eyes grew wide with wonder and her heart skipped a beat to a faster tempo. Just above the constellation Oriana, the Dragon Huntress, a streak of pure light zipped above, reflecting across the large orbs of her eyes. It was there and gone in less than a moment, but to the wishful Snare, it danced against the black canvas like a well versed recitalist. It was bright but with subtle shades of yellow and blue around the edges of a white, flaring center; truly one of the most beautiful scenes she ever saw in her young life.

Snare was mesmerized by the view that flashed by that it took her a moment to remind herself that she needed to breathe after witnessing such wonder. With her senses finally catching up, Snare recited in her mind what she had read on how to wish upon a shooting star. Immediately, she closed her eyes, the trail of the shooting star still imprinted upon her eyelids, banished from her mind any stray thoughts that still dared to linger. She had to be quick about it or else she would miss her chance as it would otherwise be claimed by somepony else, and now that she had it, she almost could not think of what to wish for. There was simply so much she had always wanted, and though they were not all toys and baubles, they all felt so petty now.

But, quite as sudden as the shooting star itself, Snare knew; she knew exactly what she wanted, and a warm smile, a first this day, found it's way to her face and pulled at her mouth. Exactly as she read in her beloved book, Snare focused solely upon her wish and recited three times in her mind, careful that the actual wish would not reach her lips.

• • •

Snare waited.

Her eyes were closed, yet her ears flickered in every direction there is, taking in everything in her surrounding. A soft breeze passed over her withers behind her mane, making her shiver slightly at it's cold touch, but nothing beyond that stirred around her. Her eyes popped open and surveyed her surroundings: there was the river in front of her, the foreboding brush line of the forest behind her and another, equally foreboding brush line to the forest across the river from her, but aside from the sum of that, there was nothing else.

Snare's heart sank and so did she as she sat on her haunches; did she do something wrong when making her wish? Maybe she only thought she saw the shooting star in the first place. After all, she was so tired and her eyes were still sore from a day's worth of tears. Another heavy sigh left the troubled filly as she made to pick her saddle bag back up for a fresh search to find refuge somewhere upstream that could house somepony as small as her.

Or at least she would have, were it not for something that caught her eye as soon as she turned her gaze toward upstream. Even though it was dark up there and she could hardly see anything, the starry sky provided more than enough light for the filly to spot something laying a dozen meters up the shoreline from her, yet what caught her eyes was a faint glow that came from the mound-like shape. Snare was frightened; she did not know what could glow faintly like that, so she took one little step after another but only until she was halfway across that she realized that the shape was actually a pony slumped upon the river bank.

Despite her increasing fear, Snare was not about to pass by the pony out of good conscious, and trotted over to them. She could see that it was a colt and that his coat is dark brown, but the darkness around her was nothing compared to the black he had for the mane that was splattered across his face. He was a unicorn, she could tell, but he appeared to have a somewhat exotic appearance to his features that she was sure that he could not be a pony that came from Equestria. Her eyes, however, simply passed over all that to the glimmering form upon the colt's flank. It was then that she spotted the weak glow coming from his cutie mark, and her eyes lit up; it was a golden, four point star set in a luminescent, silver crescent moon. The faintly-glowing cutie mark had Snare transfixed for well more than a minute as she regarded each individual contour of the depiction. She felt like she was on top of the world and even let a small squeal of excitement and hopped to the river's edge. Perching there on a small rock, Snare slowly sent one shaking hoof to the cutie mark that entranced her eyes, but a mere inch away from it, the faint glow simply flickered and was swept away as if the river took it away from her and left nothing but the now-dimmed colt.

With her her unparalleled exhilaration turned to frustration, as if a real treat had been taken away from her, she realized something in her mind that made her poke at the unicorn's cheek with her tiny hoof.

"Hey!" The filly unicorn said, trying to rouse the unconscious colt, "Mr. Star, wake up!" And even threw in a few extra prods and pokes for good measure until she elicited a small groan from the sleeping form. "Come on, why haven't you granted my wish?"

Her attempts were successful and she was almost fascinated by the mere flickering of the eyelids that half-opened his eyes, so she asked again, huffing her cheeks to look even more annoyed, "Mister Star, why haven't you granted my wish yet?"

But the colt's pupils slowly traveled up his eyes until they settled on her. With their eyes locked together for countless moments, a vacant smile touched upon his exhausted features and he spoke in a hoarse whisper, "I will, Meda... I will bring you the star itself..."

At his words, Snare smiled widely; he had promised her that he will make her wish come true and she could see that he did not lie to her in the gentle eyes that were reserved just for her... half-lidded eyes that slowly started to droop until they shut her access to them. "No, wake up!" yelled the little filly and pokes at his head again, but he did not wake up, nor did he even groan.

"Great! Now what am I supposed to do?" Snare spoke under her breath and kicked a nearby pebble into the water. She could not stray away from him now, or else somepony else might steal her wish and make him disappear, but she could not pull him away from the river either. While in the middle of her musings as to how she could take him with her, an idea came to her so brilliant that she actually smacked herself in the face and muttered, "You're silly, Snare. You can use magic the same way mom used to do. Let me see how I can do this!"

So, with her tongue once again between her teeth, Snare concentrated very hard on the stallion before her, but it was no use for nothing happened. With much more determination at her second attempt, Snare gave her best effort and concentration. To her delight, a bright teal glow shone from her little horn and she opened her eyes with a bright smile to admire her effort, but as her eyes slid to the colt, she huffed in her frustration, "Oh, come on!" It was only the large fringe that slid upon the colt's eye that was even slightly raised in the glow of her horn.

With her heart sinking yet again into despair and her sigh of defeat coming from the depth of her heart, Snare sat again on her haunches and closed her eyes in surrender. However, she was left in that state for only a moment, for it was then that her ears perked up when a rustling of some undergrowth near the forest edge caught her attention. She looked around again only to see what she's already seen before, but this time she was much more frightened; what if it was a cockatrice, a timberwolf, or even a hydra! The mere thought terrified her in every way possible, but she couldn't even know where to look to face her inevitable doom. She wished that she could have used her wish to dispel whatever evil was now approaching her, but the very thought made her get up to her hooves and walk to stand before the colt, her thoughts taking a rather possessive and protective stance towards the colt who promised her wish come true.

Despite her show of courage, Snare almost screamed when the two figures finally broke through the natural barriers to reveal themselves. They were two ponies, both pegasi, also looking like they were a bit stunned to see another pony before them as well. The three stood there for a while: two mares facing one little filly in a silence that was broken when one of them stepped forward and spoke in a gentle voice, "Hello there..."


End file.
